This chapter discusses the application of competition law to mergers, focusing on the UK system. Where a relevant merger situation is created, the Competition and Markets Authority (CMA) has the power to review the merger. Unlike in the EU, notification is not compulsory. The CMA may clear the merger, clear it subject to conditions, or refer it for further consideration to an independent Inquiry Group made up of members of the CMA Panel. The Inquiry Group may clear the merger, clear it subject to conditions, or block it. The test of a merger’s acceptance is that of whether it substantially lessens competition. UK merger decisions may be appealed to the Competition Appeals Tribunal.
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20. The UK merger control regime and the treatment of joint ventures
Chapter
19. The EU merger control regime and the treatment of joint ventures
This chapter discusses the application of competition law to mergers, focusing on the EU and the EUMR. In the EU, where a merger (‘concentration’) meets the relevant thresholds, it falls within the exclusive competence of the European Commission to examine the merger. Undertakings contemplating such a merger are required compulsorily to notify the Commission. The test of a merger’s acceptance is that of whether it substantially impedes effective competition in the internal market, in particular, but not exclusively, by creating or strengthening a dominant position. Using the powers set out in the Merger Regulation the Commission may authorize, or block, the merger over a two-stage process. Tight time limits apply. Appeals against Commission decisions are to the General Court.
Chapter
20. Mergers (1): introduction
This chapter briefly discusses the subject of merger control. Merger control is an important component of most, though not all, systems of competition law. It begins by explaining what is meant by a ‘merger’ or ‘concentration’, the term used by the EU Merger Regulation (‘the EUMR’). It then proceeds to describe the different effects of mergers between independent firms from within and different production levels, the proliferation of systems of merger control, why firms merge and the purpose of merger control. The final section of the chapter deals with how to design a system of merger control when a country decides, as a matter of policy, to adopt one.
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2. The Competition Law and Institutions of the European Union
This chapter sketches the history and functions of the EU and its institutions in order to set the EU competition rules in context. It then describes the competition provisions themselves and outlines the way in which the rules are applied and enforced, including the public enforcement of Articles 101 and 102 under Regulation 1/2003, the control of mergers with a European dimension under Regulation 139/2004, public enforcement by the national competition authorities of the Member States, and the role of private enforcement. It discusses the position and powers of the European Commission, particularly the role of the Competition Directorate General (DG Comp); the powers of the EU Courts; the significance of fundamental rights and the general principles of EU law in competition cases; the application of competition rules to particular sectors of the economy; and the application of the EU rules to the EEA.
Chapter
2. The Competition Law and Institutions of the European Union
Alison Jones, Brenda Sufrin, and Niamh Dunne
This chapter sketches the history and functions of the EU and its institutions in order to set the EU competition rules in context. It then describes the competition provisions themselves and outlines the way in which the rules are applied and enforced, including the public enforcement of Articles 101 and 102 under Regulation 1/2003, the control of mergers with a European dimension under Regulation 139/2004, public enforcement by the national competition authorities of the Member States, and the role of private enforcement. It discusses the position and powers of the European Commission, particularly the role of the Competition Directorate General (DG Comp); the powers of the EU Courts; the significance of fundamental rights and the general principles of EU law in competition cases; the application of competition rules to particular sectors of the economy; and the application of the EU rules to the EEA.
