EU Merger Control and Non-Controlling Minority Shareholdings: The Case Against Change
After several years of debate fuelled by the General Court’s confi rmation in Aer Lingus1 that the EU Merger Regulation2 does not apply to the acquisition of non-controlling minority shareholdings,3 the European Commission (the Commission) has proposed expanding the EUMR to capture such transactions on the ground that the Commission “does not seem to have the tools to systematically prevent anticompetitive effects deriving from such structural links”.4 The Commission’s proposal raises two principal questions—is there a material gap in the EUMR’s scope of application and, if there is, is that gap large enough to justify subjecting a potentially signifi cant number of transactions to EU merger control? As with any expansion of regulatory oversight, the burden rests on the agency proposing such expansion, in this case the Commission, to demonstrate the need for change. The Staff Working Document acknowledges the existence of only “limited” empirical evidence of anticompetitive harm arising from
Acquisitions of Non-Controlling Minority Shareholdings: Assessment From A Competition Policy Perspective
In order for a merger or an acquisition transaction to fall within the scope of Communiqué No. 2010/4, a permanent change in control is required. However, acquisition of non-controlling minority shareholdings could raise certain competition law concerns especially in cases where there is a horizontal or vertical overlap among the activities of the parties. To illustrate, an acquisition of non-controlling minority shareholding from a competitor could create an incentive for the acquirer to unilaterally increase its price since such acquisition will allow the acquirer to recapture some of its lost profits through the minority shareholding and thus will be able to gain more profit from a potential price increase. Similarly, an acquisition of non-controlling minority shareholding from a competitor could reduce the incentive of the acquirer to deviate from the cartel and thus enable the cartel to be more sustainable. Intuitively, the acquirer will have to bear some of the loss made by the other cartel participant in which it has minority shareholding.
Bodies of Evidence: Burial, Memory and the Recovery of Missing Persons in Cyprus
List of Figures and Maps Acknowledgements Chapter 1. Heirs of Antigone: Disappearances and Political Memory Chapter 2. Suppressed Experiences Chapter 3. Testimonies of Fragmentation, Recollections of Unity Chapter 4. The Missing as a Set of Representations Chapter 5. The Martyrdom of the Missing Chapter 6. L'image Juste, or Juste une Image? Chapter 7. Painting Absences, Describing Losses Chapter 8. Antigone's Doubt, Creon's Dilemma Chapter 9. Power, Complicity, and Public Secrecy Bibliography Appendices Index