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DOI: 10.5593/SGEMSOCIAL2016/B22/S05.117

WHAT TO EXPECT OUT OF THE EU MERGER CONTROL REFORM - THE INTRODUCTION OF CONTROL OVER ACQUISITIONS OF NON-CONTROLLING MINORITY SHAREHOLDINGS

V. B.Malnar
Thursday 29 September 2016 by Libadmin2016

References: 3rd International Multidisciplinary Scientific Conference on Social Sciences and Arts SGEM 2016, www.sgemsocial.org, SGEM2016 Conference Proceedings, ISBN 978-619-7105-73-5 / ISSN 2367-5659, 24-31 August, 2016, Book 2 Vol. 2, 899-910 pp, DOI: 10.5593/SGEMSOCIAL2016/B22/S05.117

ABSTRACT
Merger control is an important part of EU competition rules, as it serves the purpose of preventing the distortion of markets by prohibiting anticompetitive merger practices. The main legal act regulating this issue at the EU level is the Merger Regulation (hereinafter EUMR) [1], last time reformed in 2004. With the aim of making the merger control system even more efficient, in 2013 the EU Commission (hereinafter EUC) launched a public consultation on the proposed reforms of the EUMR resulting in the White paper published in 2014 [2] together with the enclosed documents [3].
One of the main objectives and most intriguing aspects of the proposed merger control reform, relates to the extension of the scope of the EUMR to the acquisition of non-controlling minority shareholdings. As it currently stands, EUC has no competence over such transactions. However, recent merger activities and in particular the attempted takeovers of Aer Lingus by Ryanair [4], demonstrated that in certain instances even minority shareholdings may cause harm to competition, and consequently to consumers [5]. With that in mind, the EUC now proposes the extension of the scope of the EUMR to capture also non-controlling minority shareholding acquisitions.
While this regulative change may be beneficial in some instances, an important question arises - is the potential of competitive harm as extensive to justify such a far-reaching legislative change? The answer this question in significant because an unproportioned legislative reform may negatively affect corporate activities and thereby negatively affect the development of the European internal market. With this in mind, the paper explores whether the newly proposed system of control over acquisitions of non-controlling minority shareholdings is proportionate to the threat posed by such transactions and evaluates what to expect in the near future in that regard.

Keywords: concentrations, mergers and acquisitions, acquisition of non-controlling minority shareholdings, White paper on EU merger control

PAPER DOI: 10.5593/SGEMSOCIAL2016/B22/S05.117; WHAT TO EXPECT OUT OF THE EU MERGER CONTROL REFORM - THE INTRODUCTION OF CONTROL OVER ACQUISITIONS OF NON-CONTROLLING MINORITY SHAREHOLDINGS

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