Merger control is designed to prevent damage to the competitive structure of markets by mergers, acquisitions and joint ventures, through a system of prior authorization by national or supranational competition authorities.
Any acquisition of a stake by one or more companies in another, or the creation of a joint venture by several companies, may give rise to a merger under certain conditions. Each country's merger control regime lays down different criteria for the notification of mergers (sales, market share, value of assets and/or transaction) to the competent authorities, which is compulsory in most cases. Completion of the transaction is then subject to the green light given by the authorities, possibly subject to commitments.
Our in-depth knowledge of the merger control regimes of many countries, based on over 15 years' experience in France and abroad, combined with our network of experienced correspondents, enables us to meet our clients' merger control requirements efficiently: determining whether a transaction is notifiable, identifying the relevant jurisdictions, drafting the preparatory documents (clean team / NDA, suspensive clauses) and the notification file, managing the timetable, right through to obtaining the decision of the relevant authorities and lifting the conditions precedent to the transaction.
The control of foreign subsidies, which came into force in July 2023, aims to remedy the distortion of competition caused by foreign subsidies granted by non-EU countries to companies operating within the internal market. This new tool complements the Union's rules on state aid, which deal with distortions in the internal market caused by subsidies granted by Member States.
Foreign subsidies are financial contributions granted directly or indirectly by a third country, which confer an advantage and which are limited to one or more companies carrying out an economic activity in the domestic market. There are thresholds below which foreign subsidies are presumed not to be liable to distort the internal market.
Under the applicable regulations, mergers (mergers, acquisitions, joint ventures) are subject to prior notification to the European Commission by the parties to the transaction, when one or more of the parties to the transaction has benefited from a foreign subsidy and the sales of the parties concerned exceed certain thresholds. As in the case of merger control, the European Commission's green light is required for the transaction to go ahead, subject to commitments where applicable.
We assist our clients with their M&A projects, from analyzing the existence of a foreign subsidy and a notification obligation, to drafting the preparatory documents (clean team / NDA, suspensive clauses) and the notification file, and managing the timetable, right up to obtaining the European Commission's decision and lifting the conditions precedent to the transaction.
Merger control and foreign subsidy control are cumulative. They apply without prejudice to European regulations on foreign direct investment in the European Union.
Your issues
Determine whether the acquisition of a company, start-up, SME, ETI or division of a large group, the acquisition of a minority or majority stake in a company, or the creation of a joint venture with a competitor or business partner constitutes a merger under the applicable regulations,
Determine whether any of the parties to the transaction benefit or have benefited from foreign subsidies,
Determine whether, under which regime(s) and to which competition authority(ies) the transaction must be notified prior to completion,
If necessary, propose commitments to remedy the competition problems identified,
Secure the transaction with regard to merger control and/or foreign subsidy control, and be able to integrate the target within a predictable timeframe and without legal risk.
Our skills
Our firm assists its clients in their external growth operations (mergers, minority or majority acquisitions) and in the creation of joint ventures, for a varied clientele including investment funds, food distribution networks and car dealerships.
We study your project and determine whether or not it constitutes a merger within the meaning of the applicable regulations. If so, we analyze whether prior authorization of the transaction by one or more competition authorities is required.
We also check whether the parties to the operation benefit or have benefited from foreign subsidies, and whether notification to the European Commission is required.
We notify mergers to the relevant competition authorities in France, Europe and worldwide, and obtain the necessary approvals under merger control and, where applicable, foreign subsidy control. Whatever the scale of your project, we act as a one-stop shop and obtain all the necessary authorizations, drawing on our network of correspondent law firms in Europe and around the world.
Finally, we assist third parties wishing to intervene in a merger control procedure by filing observations or responding to market tests.