EU Merger Control
1. Current legislation
framework legislation:
- Council Regulation (EC) No 139/2004
- Commission Regulation (EC) No 802/2004 (consolidated 2013)
- EU Competition Law Rules Applicable to Merger Control (Competition Handbook)
Other Regulations:
- Treaty on the Functioning of the European Union (TFEU, consolidated); Annex: tables of equivalences
- Treaty establishing the European Community (since 01.12.2009 replaced by TFEU)
- Treaty on European Union (consolidated)
- Charter of fundamental rights of the European Union (2016/C 202/02)
- Regulation (EEC) No 1182/71 determining the rules applicable to periods, dates and time limits
- Regulation (EEC) 2988/74 concerning limitation periods in proceedings and the enforcement of sanctions // under the rules of the European Economic Community relating to transport and competition
- Council Regulation (EEC) No 4056/86 laying down detailed rules for the application of Articles 85 and 86 of the Treaty to maritime transport
- Regulation (EC) No 1049/2001 of the European Parliament and the Council regarding public access to European Parliament, Council and Commission documents
- Regulation (EC) No 1/2003, see Database on Antitrust
- Council Regulation (EC) No 411/2004 repealing Regulation (EEC) No 3975/87 and amending Regulations (EEC) No 3976/87 and (EC) No 1/2003, in connection with air transport between the Community and third countries
- Council Regulation (EC) No 169/2009 applying rules of competition to transport by rail, road and inland waterway
- Regulation (EU) 2022/2560 of the European Parliament and of the Council of 14 December 2022 on foreign subsidies distorting the internal market (Foreign Subsidies Regulation, FSR)
- Council Directive 86/635/EEC on the annual accounts and consolidated accounts of banks and other financial institutions
- Council Directive 91/674/EEC on the annual accounts and consolidated accountsof insurance undertakings
- Directive 2004/25/EC on takeover bids
- Directive 2005/56/EC on cross-border mergers of limited liability companies
- Directive 2011/35/EU concerning mergers of public limited liability companies
- Directive 2013/34/EU on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings
- Directive 2013/36/EU on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms
- Directive 2014/24/EU on public procurement and repealing Directive 2004/18/EC
- Directive 2014/25/EU on procurement by entities operating in the water, energy, transport and postal services sectors and repealing Directive 2004/17/EC
2. Commission: Messages, Announcements and Guidelines
a) Jurisdiction:
b) Material Assessment:
- Guidelines on the assessment of horizontal mergers (2004/C 31/03)
- Guidelines on the assessment of non-horizontal mergers (2008/C 265/07), q.v. IP/07/1780
- Commission Notice on restrictions directly related and necessary to concentrations (2005/C 56/03)
- Commission Notice on the definition of relevant market for the purposes of Community competition law (97/C 372/03)
c) Remedies:
- Commission notice on remedies acceptable under Council Regulation (EC) No 139/2004 and under Commission Regulation (EC) No 802/2004 (2008/C 267/01)
- Best Practice Guidelines: The Commission's Model Texts for Divestiture Commitments and the Trustee Mandate under the EC Merger Regulation
- template for a commitment to divest
- template for trustee mandates under the Merger Regulation
- Merger Remedies Study (2005)
d) Procedure:
Official Notice of the Commission: Please note: Due to the accession of Bulgaria and Romania to the European Union on 1 January 2007, the European Commission will require extra copies of merger notifications and reasoned submissions in order to be able to send them to these new member states as well. Therefore, we kindly request that you provide 32 (thirty-two) CD- or DVD-Roms, instead of the 30 (thirty) mentioned in the above Communication on the format of notifications and reasoned submissions.
- Communication pursuant to Article 23(1) of Commission Regulation (EC) No 802/2004 (2013/C 64/01)
- Communication pursuant to Article 3(2) of Commission Regulation (EC) No 802/2004 (2006/C 251/02)
- Decision on the function and terms of reference of the hearing officer in certain competition proceedings (2011)
- Website of the Hearing Officers
- Communication from the Commission concerning certain aspects of the treatment of competition cases resulting from the expiry of the ECSC Treaty (2002/C 152/03)
- Commission Notice on a simplified procedure for treatment of certain concentrations (2013/C 366/04)
- Commission Notice on Case Referral in respect of concentrations (2005/C 56/02), q.v. Körber, WuW 2007, 330 (German)
- new: Communication from the Commission – Guidance on the application of the referral mechanism set out in Article 22 of the Merger Regulation to certain categories of cases (2021), FAQ
- DG Competition Information note on Art. 6 (1) c 2nd sentence of Regulation 139/2004 (abandonment of concentrations)
- Best Practices on merger control proceedings (2004)
- Best Practices for the Submission of Economic Evidence and Data Collection in Cases Concerning the Application of Articles 101 and 102 TFEU and in Merger Cases, q.v. IP/10/2
- Best practices on the disclosure of information in data rooms (2015), Standard data room rules, Standard non-disclosure agreement
- Best Practices on Cooperation between EU National Competition Authorities in Merger Review (2011)
- Best Practices on Cooperation in Merger Investigations (EU-US)
- Commission's Address for delivery (2013)
- Guidance on the preparation of public versions of Commission Decisions adopted under the Merger Regulation (2015)
- Commission Notice on the rules for access to the Commission file in cases (2015)
- Working Arrangements for the functioning of the Advisory Committee on concentrations (2016)
- Organisation of and participation in Advisory Committee meetings by video-link (2016)
- Notice on the consequences of the UK withdrawal on competition law (Brexit, 2.12.2020)
e) ECMR Review:
- Report on the functioning of Regulation No 139/2004 (18.6.2009)
- White Paper on ECMR Review (9.7.2014), Working Document, Impact Assessment, FAQ
3. Commission: Documents
- Directorate General for Competition
- Rules of Procedure of the Commission
- Public holidays: 2018, 2017, 2016, 2015, 2014, 2013
- Report on Competition Policy (since 1993)
- EC Competiton Policy Newsletter (since 1994)
- Monthly Bulletin der EZB (mit Euro-Wechselkursen)
- Commission Report on the functioning of Regulation No 139/2004
Commission staff working paper accompanying the report: thresholds and referral mechanisms (corrigendum with Annex 3 included), q.v. IP/09/963 - For the customer’s sake: The competitive effects of efficiencies in European merger control
- The Efficiency-Enhancing Effects of Non-Horizontal Mergers
- The Impact of Vertical and Conglomerate Mergers on Competition
- Effects of Mergers Involving Differenciated Products
- The Economics of Tacit Collusion
- The Economics of Unilateral Effects
- Merger Remedies Study
- Surveying, Assessing and Analysing the Pharmaceutical Sector in the 25 EU Member States
- Ex-post Review of Merger Control Decisions (Lear): Final Report, Annexes
- Joint ventures at the intersection of collaboration and consolidation (2012)
- Study on the application of the Cross-Border Mergers Directive (2013)
- A review of merger decisions in the EU What can we learn from ex-post evaluations? (2015)
- Presentation "Challenges for competition policy in a digitalised economy (2015)
- Ex-post analysis of two mobile telecom mergers (2015)
4. Commission: Decisions
5. Court of Justice (ECJ and GC)
Lists of links to the full text of all decisions:
| English | French | German | |
| ECJ 1953 - 1988 | actual | actual | actual |
| ECJ ab 1989 | actual | actual | 01.04.2015 |
| EGC ab 1989 | actual | actual | 01.04.2015 |
Official notice of ECJ: "For the benefit of the public, the electronic version of the texts of the three Community courts is available free of charge on Internet for information purposes. This version is subject to amendment. The definitive version of these texts will be published in the "Reports of Cases before the Court of Justice and the Court of First Instance", the "Reports of European Community Staff Cases" or the "Official Journal of the European Union" which alone are authentic and, in the event of their differing from the electronic version, are alone to be regarded as authoritative. Reproduction of the texts supplied on this site is authorised provided that their source and non-authentic character are acknowledged and it is mentioned that they have been provided free of charge."
Statutory Provisions:
Other:
6. EU: Databases and Official Journal
- Official Journal of the European Union (from 1952), Regulation 216/2013 (electronic Official Journal)
- Eur-Lex database
- Eurovoc
- N-Lex
- Publications
7. Previous regulations and documents
- Mergers: Commission opens consultations on review of Merger Regulation IP/08/1591
- Commission Regulation (EC) No 1033/2008 amending Regulation (EC) No 802/2004
Commission Regulation implementing No 139/2004 on the control of concentrations between undertaking - Commission Regulation (EC) No 1269/2013 amending Regulation (EC) No 802/2004
- Council Regulation (EEC) No 4064/89 (1998, 1st revision)
- Commission Regulation (EC) No 802/2004 (Original 2004)
- 2nd Revision 2004:
- Monitoring of the decision-making process between institutions
- Commission Proposal (2003/C 20/06)
- Draft: Commission Notice on the appraisal of horizontal mergers (2002/C 331/03)
- Directive 2004/17/EC coordinating the procurement procedures of entities operating in the water, energy, transport and postal services sectors (repealed with effect from 18.4.2016)
- Directive 2004/18/EC on the coordination of procedures for the award of public works contracts, public supply contracts and public service contracts (repealed with effect from 18.4.2016)
- Outdated Notices / Guidelines:
- Commission Notice (98/C 66/01) on the concept of full-function joint ventures
- Commission Notice (98/C 66/02) on the concept of concentration
- Commission Notice (98/C 66/03) on the concept of undertakings concerned
- Commission Notice (98/C 66/04) on calculation of turnover
- Commission Notice on a simplified procedure for treatment of certain concentrations (2005/C 56/04)
- Consultation on the draft guidelines for the assessment of non-horizontal mergers
- Commission Notice (2001/C 68/03) on remedies acceptable
Draft: Commission Notice on remedies acceptable
Commission Regulation amending Regulation (EC) No 802/2004
IP/07/544, q.v. Commission Website
8. Cooperation with Member States and third countries
- European Competition Authorities (ECA)
- European Competition Network (ECN), ECN Brief
- Principles of the European Competition Authorities Association (ECA principles, 2005)
- ECA procedures guide post Athens (2003)
- Documents to the EEA / EFTA documents about the application of the Merger Regulation 139/2004 of the EEA (2006)
- Documents to the EEA / EFTA
- Decision of the EEA Joint Committee No 78/2004 amending Annex XIV, Protocol 21, 22 and 24 to the EEA Agreement (2004)
- EU Merger Working Group: Best Practice on Cooperation betweem EU National Competiton Authorities in Merger Review (2011)
- Overview: Bilateral relations on competition issues
- Agreement EC - Brazil: Memorandum of Understanding on Cooperation (2009)
- Agreement EC - Canada regarding the application of their competition laws (1999)
- Agreement EU - China: Memorandum of Understanding on Cooperation (2012)
- Agreement EU - China (Ministry of Commerce) : Pratical Guidance for Cooperation on Reviewing Merger Cases (2015)
- Agreement EU - India: Memorandum of Understanding on Cooperation (2013)
- Agreement EC - Japan concerning cooperation on anti-competitive activities
- Agreement EC - Republic of Korea concerning cooperation on anti-competitive activities (2009)
- Agreement EU - Russian Federation: Memorandum of Understanding on Cooperation (2010)
- Agreement EU - South Africa: Memorandum of Understanding on Cooperation (2016)
- Agreement EU - Swiss Confederation on cooperation on the application of their competition laws (2014)
- Agreement EC - USA on the application of positive comity principles in the enforcement of their competition laws (1998)
- Agreement EU - US Merger Working Group: Best Practices on Cooperation in Merger Investigations (2011)
9. International organizations
- International Competition Network (ICN)
- Waivers of confidentiality in merger investigations: Commission Waiver Model (2005)
- ICN-Documents:
- Analysis of Merger Guidelines (2004):
- - Chapter 1: Overview
- - Chapter 2: Market Definition
- - Chapter 3: Unilateral Effects
- - Chapter 4: Co-Ordinated Effects
- - Chapter 5: Barriers To Entry And Expansion
- - Chapter 6: Efficiencies
- Investigative Techniques Handbook for Merger Review (2005)
- Merger Remedies Review Project (2005)
- Subgroup 1: Merger Notification and Procedures Implementation Handbook (2006)
- Subgroup 2: Merger Investigation and Analysis Merger Guidelines Workbook (2006)
- Practical Guide to International Enforcement Cooperation in Mergers (2015)
- Merger Remedies Guide (2016)
- OECD-Documents:
- OECD (Competition)
- Efficiency Claims in Mergers and Other Horizontal Agreements (1996)
- Airline Mergers and Alliances (2000)
- Mergers in Financial Services (2000)
- Competition Issues in Joint Ventures (2001)
- Portfolio Effects in Comglomerate Mergers (2002)
- Merger Review in Emerging High Innovation Markets (2003)
- Substantive Criteria used for the Assessment of Mergers (2003)
- Media Mergers (2003)
- Merger Remedies (2004)
- Council Recommendation on Merger Review C(2005)
- Standard for Merger Review (2009)
- Remedies in Merger Cases (2011)
10. International agencies and regulations
- Antitrust authorities: Overview of the EC
- Merger regulations: Overview of the ICN
- International Comparative Legal Guide (ICLG) / Merger Control 2017
11. National agencies and regulations
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