Merger Control Flashcards
What is the primary regulation governing merger control in the EU?
Regulation (EC) No 139/2004 on the control of concentrations between undertakings.
True or False: The UK has its own merger control regime separate from the EU.
True.
What is the main purpose of merger control in competition law?
To prevent anti-competitive concentrations that could harm competition in the market.
Which UK authority is responsible for assessing mergers?
The Competition and Markets Authority (CMA).
What is the test used by the European Commission to evaluate mergers?
The Significant Impediment to Effective Competition (SIEC) test.
True or False: Mergers that do not meet the EU threshold can still be examined by national competition authorities.
True.
What is the maximum duration for the EU merger review process?
The process can take up to 90 working days for a Phase II investigation.
What is the role of the UK’s Phase 1 merger investigation?
To determine whether a merger raises competition concerns that require a more in-depth Phase 2 investigation.
Name one of the remedies that can be proposed to address competition concerns in a merger.
Divestitures of certain business units or assets.
What is a ‘concentration’ in the context of merger control?
A concentration occurs when two or more undertakings merge or when one undertaking acquires control over another.
True or False: The UK merger control regime requires mandatory notification of all mergers.
False.
What does the term ‘gun-jumping’ refer to in merger control?
Implementing a merger before obtaining clearance from competition authorities.
What is the main legislative framework for merger control in the UK post-Brexit?
The Enterprise Act 2002.
What is the role of the European Court of Justice in EU merger control?
To provide judicial review of decisions made by the European Commission regarding mergers.
Fill in the blank: The CMA can investigate mergers that may result in a __________ of competition.
substantial lessening.
What is the ‘one-stop shop’ principle in EU merger control?
It allows companies to notify a merger to a single competition authority rather than multiple authorities in different member states.
Name one landmark case in EU merger control.
The merger between Siemens and Alstom was blocked by the European Commission.
What is the importance of market definition in merger control?
It helps to assess the competitive effects of a merger within specific markets.
What are jurisdictional thresholds under the EUMR?
FALLS UNDER IF:
Combined global turnover of all merging parties exceeds 5 billion euros
EU wide turmover of at least2 parties exceeds 250 million euros, unless each achieves2/3 of it turnover in one memebr state.
UK threshold for merger review?
Cma considers:
Combined uK turnover of acquired business exceeds70 million pounds
Or
Merger results in a share of supply of25% or more in a substanti part of the UK.
What transcations are covered under EU and UK law
Mergers of undertaking
Acquistitions of control
Joint ventures with full functionality
What is substantive test in EU merger control?
Whether merger would significantly impede effective competition SIEC
- particularly by creating or strengthening a dominant position.
What is the substantive test in UK merger control?
The CMa assess whether a merger results in a substantial lessening of a competition SLC within a market.
Why is market definition crucila in merger control?
Establishes scope of competition analysis, involving:
Product market: sustitutabality from a concumer perspective
Geographic market: area where conditions of competititon are homogenous.
Is notifications of mergers mandatory in the EU?
YE IF THRESHOLD IS MET: eg (higher turnvoer threshold, lower turnover threshold,
Tow thirds rule.
under EUMR NO139/20024
EEURPOEAN commmission reveiows merger under phas e1 or2.
Is notification of mergers mandatory in the uk?
Is voluntary.
CMA can investigate on its own intiative is thresholds are met?
PHASE1 EU EUMR
Preliminary review25 working days
- will themerger raise serious counts about competition/
PHASE2 EUMR
In doepth investigation 90 working days, extendable).
- exmaines complex cases with potetnila comp concerns.
Cma process for merger investigations?
Phase1 : initla assessment40 working days
Phase2: indoeth investigations24 weeks, extendable
What remedies can be impsoed in EU and merger control?
Structural remidies: divestiture if assets or business units
Behavioural remidies: committments such as access to infrastrutcure or non discrimination obligations.
EXTRA TERRITORIAL APPLICATION UK AND EU
Both regimes apply to transactions with significant effects within their jurisdiction, even if HQ are outside.
Post brexit changes in the UK
UK no logner applies the EUMR but follows it own regime under the CMA.
Parallel investigations by European commission and CMA are possible.
CASE LAW EU
Meta/giphy, blked due to concerns over competition in digital advertising
CASE LAW UK
Microsoft/activision blizzard, CMA raised ncerns over cloud gaming services.
PENALITIES FOR NON COMPLIANCE for fialing to nofiy a merger or implement remedies?
EU- fines of up to10% ofg global tunrover
UK, fines and potential divestiture orders.
