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Chapter

Cover Jones & Sufrin's EU Competition Law

15. Mergers  

This chapter discusses the regime for controlling mergers which have an ‘EU dimension’ under the European Union Merger Regulation (EUMR). The chapter examines: the purposes of merger control; the history of the EUMR; the scheme of the EUMR and the concept of the ‘one-stop shop’; jurisdiction under the EUMR, including the definition of a ‘concentration’ and what amounts to an ‘EU dimension’; procedure, including Phase I and Phase II proceedings; the substantive appraisal of horizontal, and non-horizontal mergers under the EUMR and the test of significantly impeding effective competition (SIEC); EUMR statistics; appeals; and international issues.

Chapter

Cover Competition Law

21. Mergers (2): EU law  

This chapter provides an overview of EU merger control and the jurisdictional rules which determine whether a particular merger should be investigated by the European Commission or by the national competition authorities. It deals with procedural considerations such as the mandatory pre-notification to the Commission of mergers that have a Union dimension and the timetable within which the Commission must operate. It discusses the substantive analysis of mergers under the EU Merger Regulation (‘the EUMR’) and explains the procedure for the Commission to authorise a merger on the basis of commitments offered by the parties to address its competition concerns. Finally, it describes the Commission’s powers of investigation and enforcement, judicial review of Commission decisions by the EU Courts and cooperation between the Commission and other competition authorities, both within and outside the EU. The chapter concludes with an examination of how the EUMR merger control provisions work in practice.

Chapter

Cover EU Law

29. Competition Law: Mergers  

All books in this flagship series contain carefully selected substantial extracts from key cases, legislation, and academic debate, providing students with a stand-alone resource. This chapter discusses EU law on mergers, first examining the policy reasons underlying merger control. It then considers the jurisdictional, procedural, and substantive aspects to EU merger policy. Jurisdictional issues cover the types of concentration that are subject to the Merger Regulation and the inter-relationship between merger control at EU and national levels. Procedural issues cover matters such as the way in which notice of a proposed merger must be given and the investigative powers possessed by the Commission. Substantive issues of merger policy include matters such as the test for determining whether a merger or concentration should be allowed and the extent to which efficiencies produced by the concentration should be taken into account. The UK version contains a further section analysing issues concerning EU competition law and the UK post-Brexit.

Chapter

Cover EU Law

29. Competition Law: Mergers  

All books in this flagship series contain carefully selected substantial extracts from key cases, legislation, and academic debate, providing students with a stand-alone resource. This chapter discusses EU law on mergers, first examining the policy reasons underlying merger control. It then considers the jurisdictional, procedural, and substantive aspects to EU merger policy. Jurisdictional issues cover the types of concentration that are subject to the Merger Regulation and the inter-relationship between merger control at EU and national levels. Procedural issues cover matters such as the way in which notice of a proposed merger must be given and the investigative powers possessed by the Commission. Substantive issues of merger policy include matters such as the test for determining whether a merger or concentration should be allowed and the extent to which efficiencies produced by the concentration should be taken into account. The UK version contains a further section analysing issues concerning EU competition law and the UK post-Brexit.

Chapter

Cover Competition Law

22. Mergers (3): UK law  

This chapter provides an overview of the UK system of merger control and explains the procedure of the Competition and Markets Authority (‘the CMA’) when determining whether a merger should be referred for an in-depth ‘Phase 2’ investigation and when deciding to accept ‘undertakings in lieu’ of a reference. It describes how Phase 2 investigations are conducted and discusses the way in which the CMA applies the ‘substantially lessening competition’ (‘SLC’) test in practice. It then explains the enforcement powers in the Enterprise Act 2002, including the remedies that the CMA can impose in merger cases, and discusses various supplementary matters, such as powers of investigation and enforcement. The chapter concludes with a discussion of how the merger control provisions work in practice and provides a brief account of the provisions on public interest cases, other special cases and mergers in the water industry.

Chapter

Cover Competition Law of the EU and UK

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

Cover Competition Law of the EU and UK

20. The UK merger control regime and the treatment of joint ventures  

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.

Chapter

Cover Anson's Law of Contract

16. Discharge by Operation of Law  

Jack Beatson, Andrew Burrows, and John Cartwright

This chapter considers the rules of law which, operating upon certain sets of circumstances, will bring about the discharge of a contract. The discussions cover mergers, discharged by judgment of a court, alteration or cancellation of a written instrument, and bankruptcy.

Chapter

Cover Competition Law

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.

Chapter

Cover Competition Law

22. Mergers (3): UK  

This chapter discusses UK law on the control of mergers. The chapter is organized as follows. Section 2 provides an overview of the domestic system of merger control. Section 3 explains the procedure of the Competition and Markets Authority (CMA) when determining whether a merger should be referred for an in-depth ‘Phase 2’ investigation and when deciding to accept ‘undertakings in lieu’ of a reference. Section 4 describes how Phase 2 investigations are conducted and Section 5 discusses the ‘substantially lessening competition’ (‘SLC’) test. Section 6 explains the enforcement powers in the Enterprise Act 2002, including the remedies that the CMA can impose in merger cases. The subsequent sections discuss various supplementary matters, such as powers of investigation and enforcement. The chapter concludes with a discussion of how the merger control provisions work in practice and a brief account of the provisions on public interest cases, other special cases and mergers in the water industry. The withdrawal by the UK from the EU means that many mergers that were subject to a ‘one-stop shop’ under EU law are now subject to investigation in the UK as well.

Chapter

Cover Jones & Sufrin's EU Competition Law

15. Mergers  

Alison Jones, Brenda Sufrin, and Niamh Dunne

This chapter discusses the regime for controlling mergers which have an ‘EU dimension’ under the European Union Merger Regulation (EUMR). The chapter examines: the purposes of merger control; the history of the EUMR; the scheme of the EUMR and the concept of the ‘one-stop shop’; jurisdiction under the EUMR, including the definition of a ‘concentration’ and what amounts to an ‘EU dimension’; procedure, including Phase I and Phase II proceedings; the substantive appraisal of horizontal, and non-horizontal, mergers under the EUMR and the test of significantly impeding effective competition (SIEC); EUMR statistics; appeals; and international issues. It considers current controversial issues, including whether merger control is sufficiently rigorous, how acquisitions of start-ups or impacting on innovation should be assessed, whether a new substantive test for appraisal of mergers is required, and whether, and if so when, public interest (or non-competition) factors, such as the impact of a concentration on jobs, equality, sustainability, democracy, industrial policy, or national security, should affect the appraisal of a merger.

Chapter

Cover European Union Law

17. Competition Law  

Private Undertakings

This chapter assesses the EU competition law on private undertakings. The relevant Treaty section is here built upon three pillars. The first pillar deals with anticompetitive cartels and can be found in Article 101 of the Treaty on the Functioning of the European Union (TFEU). The second pillar concerns situations where a dominant undertaking abuses its market power and is found in Article 102. The third pillar is unfortunately invisible, for when the Treaties were concluded, they did not mention the control of mergers. This constitutional gap has never been closed by later Treaty amendments, yet it has received a legislative filling in the form of the EU Merger Regulation.

Chapter

Cover Concentrate Questions and Answers EU Law

8. Competition and Merger Law  

The Concentrate Questions and Answers series offer the best preparation for tackling exam questions. Each book includes typical questions, bullet-pointed answer plans and suggested answers, author commentary, and illustrative diagrams and flowcharts. This chapter presents sample exam questions along with examiner’s tips, answer plans, and suggested answers about EU competition. The questions on competition law range from a general overview question, to questions which surveys the basic concepts and requirements of Arts 101 and 102 TFEU. The 2007 Lisbon Treaty made little substantive change to the competition law provisions, which can be found in Arts 101–106 of the TFEU. More significant is the Competition Regulation 1/2003 and the Merger Regulation, 139/2004.

Chapter

Cover Sealy & Worthington's Text, Cases, and Materials in Company Law

16. Rescue and Insolvency Procedures  

This chapter discusses the formal mechanisms that facilitate major corporate reconstructions. These are: (i) arrangements or reconstructions under the Insolvency Act 1986 ss 110–111; (ii) arrangements, reconstructions, mergers or divisions under the Companies Act 2006 (CA 2006) Pts 26, 26A and 27; and (iii) takeovers under CA 2006 Pt 28.

Book

Cover Competition Law of the EU and UK
Competition Law of the EU in the UK provides an introduction to the field of competition law and relates it to the situation of the UK within the EU. It starts by looking at competition law in the EU and UK. It considers international issues and the globalization of competition law. In addition, it looks at procedure in terms of investigation, penalties, leniency, and private enforcement. It considers article 101 TFEU. It also explains the economics of merger control, looking at both the EU and UK merger control regime and the treatment of joint ventures. Finally, it considers state aid, the relationship between competition law and intellectual property and the common law and competition.

Chapter

Cover Competition Law of the EU and UK

18. The economics of merger control  

This chapter deals with the key arguments that underpin the policy goals behind merger control which, in essence, relate to two factors: first, the creation or extension of monopoly power, including the raising of barriers to entry for potential competitors; and second, increasing the scope for collusion in a market which, post-merger, will be more oligopolistic and less competitive than was the market premerger. The first of these two factors is related to the control of dominant firm conduct; dominance itself is not condemned in either the EU or the UK. Nevertheless, in merger control there is a situation where the attainment or extension of dominance may be condemned or prevented.

Chapter

Cover Competition Law

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. Merger control has been under particular scrutiny in recent years, partly as a result of the rapid development of digital technologies and the emergence of powerful digital platforms. Separately there has been a certain backlash against the trend towards the globalisation of markets, and national governments, as well as the EU, have considered whether controls over the foreign acquisition of key industries are required, and whether the basic test of merger control – would a merger be harmful to competition? – should be supplemented by broader provisions enabling ‘the public interest’ to be taken into account. Against this background, the chapter begins by explaining what is meant by a ‘merger’ or ‘concentration’, the term used by the EU Merger Regulation (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.

Chapter

Cover Competition Law

21. Mergers (2): EU law  

This chapter examines EU merger control. The chapter is organized as follows. Section 2 provides an overview of EU merger control. Section 3 discusses the jurisdictional rules which determine whether a particular merger should be investigated by the European Commission in Brussels or by the national competition authorities (‘the NCAs’) of the Member States. Section 4 deals with the procedural considerations such as the mandatory pre-notification to the Commission of mergers that have a Union dimension and the timetable within which the Commission must operate. Section 5 discusses the substantive analysis of mergers under the EU Merger Regulation (EUMR), and section 6 explains the procedure whereby the Commission may authorise a merger on the basis of commitments, often referred to as remedies, offered by the parties to address its competition concerns. The subsequent sections describe the Commission’s powers of investigation and enforcement, judicial review of Commission decisions by the EU Courts and cooperation between the Commission and other competition authorities, both within and outside the EU. The chapter concludes with an examination of how the EUMR merger control provisions work in practice.

Chapter

Cover Employment Law

23. TUPE  

The Transfer of Undertakings Protection of Employment (TUPE) Regulations aim to protect the interests of employees when the business they work for changes hands, or when their part of an operation is acquired or transferred to another business. They also apply in merger situations, when in-house processes are outsourced, when a contract to provide a service transfers from one provider to another, and when a public sector body such as a local authority ‘contracts out’ services, or indeed, brings formerly contracted out services back in house. They form a specialised corner of employment law, but one which can be very important for large numbers of people. This chapter discusses core TUPE rights, when TUPE applies, consultation requirements, contractual rights, unfair dismissal rights, sharing of information between transferors and transferees, and TUPE Regulations in respect of the takeover of insolvent businesses.

Book

Cover Jones & Sufrin's EU Competition Law

Brenda Sufrin, Niamh Dunne, and Alison Jones

EU Competition Law: Text, Cases, and Materials provides a complete guide to European competition law in a single authoritative volume. Carefully selected extracts from key cases, academic articles, and statutory materials are accompanied by in-depth author commentary from three experienced academics in the field. Thorough footnoting and referencing give a tour of the available literature, making this an ideal text and stand-alone resource for undergraduate and postgraduate students, as well as for competition law scholars engaged in specialised study. This eighth edition has been fully updated with detailed coverage and commentary on recent developments. These include contemporary concerns about the objectives, interpretation, and application of competition law in the light of sustainability imperatives including the EU’s Green Deal, worldwide economic and political upheaval stemming in particular from the Covid-19 pandemic and the war in Ukraine, and continuing developments in the digital economy; the EU Courts’ judgments on Articles 101, 102, and mergers including Intel (RENV), Google and Alphabet, Google (Android), Slovak Telekom, Generics, Lundbeck, and CK Telecoms; cases on the Commission’s enforcement powers and judicial review, including Sped-Pro and Slovak Telekom; new legislation, guidelines, and notices (in final form or draft) on vertical agreements, horizontal agreements, and market definition; Commission actions in the pharmaceutical, energy, and financial sectors, including interaction with regulatory rules, liberalisation programmes, and intellectual property law; private litigation in the wake of the directive on damages, including the Court’s judgments in Sumal and Paccar; and thorough discussion of ongoing developments in competition law such as the Commission’s enforcement policy against cartels, the appraisal of mergers, the use of commitments decisions, the use of comfort letters during Covid-19 and the Commission’s revised notice on informal guidance, and the increasing activity by national competition authorities. The eighth edition contains an entirely new chapter on the digital economy, including detailed coverage of the Digital Markets Act.