Merger Control and Joint Ventures

We are Stibbe Merger Control and Joint Ventures specialists

In addition to our well-established Benelux and EU merger control practice, we often coordinate notifications around the world.

Merger Control and Joint Ventures

For mergers, acquisitions and joint ventures between companies of certain sizes, the relevant competition authorities must be notified. We advise clients in the structuring process and throughout the entire notification process, wherever they are in the world.

We help clients with the application of national, international or EU merger control laws for many different transactions. Often this analysis involves numerous merger control laws outside the EU necessitating coordination through our relationships with top-tier law firms around the world.

We also assist with the drafting of acquisitions, merger and joint venture agreements, and the structuring of the transaction to avoid filings where possible or to present the file in the best possible manner for the merger control process.

Furthermore, we prepare merger control filings for clients in the Benelux, the EU and multi-jurisdictional filings around the world through our relationships with top-tier law firms in other jurisdictions. We also assist our clients throughout the entire process before the relevant competition authorities – including possible appeals before national or EU courts.

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02.07.2020 NL law
European Commission to pull the strings of foreign subsidies

Short Reads - The European Commission is adding powers to its toolbox to ensure a level playing field between European and foreign(-backed) companies active on the EU market. On top of merger control and Foreign Direct Investment screening obligations, companies may also need to account for future rules allowing scrutiny of subsidies granted by non-EU governments if those subsidies might distort the EU Single Market.

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04.06.2020 NL law
Please share – ACM conditionally clears shared mobility platform merger

Short Reads - There may soon be a new competition tool available to tackle structural competition concerns in dynamic tech and platform markets. Until then, competition authorities resort to existing tools to deal with these markets. The Dutch competition authority (ACM) recently subjected the merger of two emerging platforms – without significant market footprint – to behavioural remedies. On 20 May 2020, the ACM cleared the merger between the travel apps of Dutch rail operator NS and transport company Pon.

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04.06.2020 NL law
More hurdles to cross: Foreign Direct Investment gaining momentum

Short Reads - Cross-border acquisitions and mergers may soon have an extra hurdle to cross before receiving the green light. In the EU, the development of FDI screening mechanisms has gained speed after COVID-19. Member States are steering away from a liberal investment policy and instead opting for mechanisms to protect companies from foreign takeover. Also in the Netherlands, broader investment screening is on its way. Companies should take account of these developments when contemplating M&A deals.

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07.05.2020 NL law
COVID-19: fast-forwarding competition law

Short Reads - Competition authorities are temporarily ‘green-lighting’ certain collaboration initiatives to safeguard the supply of essential products in light of the COVID-19 outbreak. At the same time, authorities warn against using the current exceptional circumstances to engage in anti-competitive practices, such as price-fixing, excessive pricing, refusals to deal or opportunistic takeovers. 

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04.06.2020 NL law
No proof of competitive disadvantage? No abusive favouritism

Short Reads - Companies claiming abuse of dominance in civil proceedings have their work cut out for them, as demonstrated by a ruling of the Amsterdam Court of Appeal. Real estate association VBO had accused dominant online platform Funda of favouritism. However, in line with the District Court’s earlier ruling, the Appeal Court dismissed the claim for insufficient evidence of negative effects on competition. The ruling confirms that the effect-based approach also applies in civil abuse claims, and that the standard of proof is high.    

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Articles - Wat de gevolgen van de coronacrisis zullen zijn voor de samenleving, de economie en – laat staan – het mededingingsbeleid laat zich op het moment van de totstandkoming van deze kroniek niet voorspellen. Wel stond al vast dat het mededingingsrecht zal worden herijkt op basis van de fundamentele uitdagingen die voortvloeien uit zich ontwikkelende ideeën over het belang van industriepolitiek, klimaatverandering en de positie van tech-ondernemingen en de platforms die zij exploiteren.

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07.05.2020 NL law
Spreading fast: Dutch and Belgian COVID-19 State-aid approved

Short Reads - Many Member States are taking measures to support the economy during the COVID-19 crisis. The European Commission’s Temporary Framework enables the rapid approval of certain types of State aid. So far, three Dutch State aid schemes and six Belgian schemes were approved, providing the beneficiaries with legal certainty that the aid received is in line with EU State aid law and cannot be challenged at a later stage.

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02.07.2020 NL law
New competition tool: something old, something new, something borrowed

Short Reads - Large online platforms may face more regulatory obligations, whilst non-dominant companies’ unilateral conduct may soon be curbed. The European Commission intends to tool up its kit by adding a new regulation to keep digital gatekeepers in check, as well as providing more clarity on how to define digital markets in its new Market Definition Notice.

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04.06.2020 NL law
Not so fast – General Court clarifies merger control test

Short Reads - There is no magical number when it comes to “4-to-3” telecom mergers. On 28 May 2020, the EU’s General Court (“Court”) handed down a landmark judgment annulling a 2016 decision of the European Commission (“Commission”) blocking the merger between O2 UK and Three. The judgment fine-tunes the Commission’s application of the “significant impediment to effective competition” test for horizontal mergers and raises the bar for proving the removal of an “important competitive force” as a result of the merger.  

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07.05.2020 NL law
ECJ confirms: no shortcut for ‘by object’ antitrust infringements

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02.04.2020 NL law
ACM played high stakes and lost: no more fixed network access regulation

Short Reads - The ACM’s failure to meet the requisite standard of proof has led to the fixed networks of Dutch telecom providers KPN and VodafoneZiggo being free from access regulation. The Dutch Trade and Industry Appeals Tribunal ruled that the ACM had failed to demonstrate the existence of collective dominance, and that KPN and VodafoneZiggo would tacitly coordinate their behaviour absent regulation.

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