Thursday, January 12, 2012
Posted by D. Daniel Sokol
Francisco Enrique Gonzalez-Diaz (Cleary Gottlieb) discusses Minority Shareholdings and Interlocking Directorships: The European Union Approach.
ABSTRACT: The debate about the antitrust treatment of minority shareholdings and interlocking directorships is certainly not new. The European Commission did, however, re-open the discussion earlier this century in its 2001 Green Paper, when considering the reform of the Merger Regulation that led to the adoption of the new European Merger Regulation ("EUMR").
This debate has been reactivated recently following the Ryanair judgment of the General Court, which narrowed down the possibilities to apply the EUMR to the acquisition of non-controlling minority shareholdings. In light of this judgment, the Vice-President of the European Commission (the "Commission") and Commissioner responsible for competition, Joaquín Almunia, announced, on March 10, 2011, that the Commission will consider again whether there is a gap in the assessment of minority shareholdings and "see whether it is significant enough for us to try and close this gap in EU merger control."
This paper briefly summarizes the European Union's approach to minority shareholdings and interlocking directorships both from the merger control (EUMR) and antitrust perspectives (Articles 101 and 102 TFUE). In order to do so, the paper starts with a summary description of the main possible anticompetitive effects of minority shareholdings and interlocking directorships.