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European Commission to review more transactions under new merger control referral guidance

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Willems Jean-Francois
Jean-Francois Willems

Snr Associate (Avocat,Belgium)

London

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Bourne Emily
Emily Bourne

Senior PSL

London

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01 April 2021

In a move to pick up so-called “killer acquisitions”, the European Commission has published new guidance encouraging EU Member States to refer (under Article 22 EUMR) more transactions that do not meet national merger control thresholds for EC review.

Article 22 does not distinguish between the referral of transactions that are caught by national merger control regimes and transactions falling outside Member States’ jurisdictional thresholds, but EC practice in recent years has been to encourage referrals only of transactions falling within the jurisdiction of at least one Member State. The change in the EC’s practice will have a significant impact on the strategies, timing and documentation of a number of deals, particularly, but not limited to, the digital and pharma sectors. The EC is also consulting on revisions to simplify and streamline the procedural rules that could reduce the burden of notification on merging parties. 

Our alert sets out the key points for merging parties.