
The EU Merger Regulation and the Anatomy of the Merger Task Force
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The scope and functions of the Merger Regulation are set out fully and step-by-step guides to the various procedures are provided. Information sources include the full text of the Regulations as amended, relevant Commission Notices together with details of the national authorities dealing with mergers.
As the EU moves further towards the accomplishment of the internal market and as mergers of ever-increasing value take place, the Merger Regulation and the work of the Merger Task Force gas become of heightened importance. For lawyers and companies involved in mergers, this book will provide a very useful reference manual.
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Content
- Cover
- Half Title Page
- Title Page
- Copyright Page
- Table of Contents
- PREFACE
- A. INTRODUCTION
- A.1 Aim of the Book
- A.2 Historical Background
- B. THE SCOPE OF THE MERGER REGULATION
- B.1 A 'Concentration'
- B.2 Community Dimension
- B.3 Extensions and Limitations of Scope
- B.3.1 The 'Distinct Market' Exception
- B.3.2 The Dutch Clause
- B.3.3 Legitimate Interest
- B.4 Assessment Criteria
- B.4.1 Appraisal of Concentrations
- B.4.2 The Distinction between Concentrative and Co-operative Joint Ventures
- C. PROCEDURE
- C.1 Informal Contacts
- C.2 Briefing Paper to be Submitted to the MTF
- C.3 Pre-notification Meetings
- C.4 Notification Procedure
- C.4.1 Timetable
- C.4.2 Notifying Parties
- C.4.3 Form CO
- C.4.3.1 Copies to be submitted
- C.4.3.2 Information to be submitted
- C.4.3.3 Information waivers
- C.4.3.4 Confidentiality
- C.4.4 Failure to Notify and Consequences
- C.4.5 Publication of Notification
- C.5 Phase I Investigation
- C.5.1 One-month Deadline
- C.5.2 Procedural Role of the Parties
- C.5.2.1 Suspension of concentration
- C.5.2.2 Undertakings
- C.5.2.3 Withdrawal of notification
- C.5.3 Procedural Role of the Merger Task Force
- C.5.3.1 Request for information
- C.5.3.2 Liaison with national authorities
- C.5.3.3 Referral to Member States
- C.5.3.4 Third parties
- C.5.3.5 Phase I decisions
- C.6 Phase II Investigation
- C.6.1 Four-month Deadline
- C.6.2 Fact-finding Powers
- C.6.3 Statement of Objections
- C.6.4 Access to the File and Business Secrets
- C.6.5 Reply to the Statement of Objections
- C.6.6 Oral Hearings
- C.6.7 Hearing of Third Parties
- C.6.8 Consultation of the Advisory Committee
- C.6.9 Undertakings
- C.6.10 Final Decisions
- C.6.10.1 Compatibility
- C.6.10.2 Incompatibility
- C.6.10.3 Divestment decision
- C.7 The Fictitious Decision of Compatibility
- C.8 Calculation of Time Limits
- C.8.1 Beginning and End of Periods Referred to in Months
- C.8.2 Beginning and End of Periods Referred to in Weeks
- C.8.3 Working Days and Public Holidays
- C.8.3.1 Working days
- C.8.3.2 Recovery of Public Holidays
- C.8.4 Suspension of Time Limits
- C.9 Fines
- C.10 Ancillary Restrictions
- D. STRUCTURE OF THE MTF
- D.1 MTF-Directorate-General IV/B (DG IV/B)
- D.1.1 Organisation and Personnel
- D.1.2 Timing the Notification
- D.1.3 Handling of Cases
- D.1.4 Decision-Making
- D.1.5 Publication of Notifications and Decisions
- D.1.5.1 Phase I decision
- D.1.5.2 Phase II decision
- E COURT ACTIONS AGAINST FINAL DECISIONS
- F. DRAFT NOTICES ON MERGER CONTROL
- F.1 Draft Commission Notice on Restrictions Directly Related and Necessary to Concentrations
- F.1.1 Principles of Evaluation and Definitions
- F.1.1.1 'Directly related'
- F.1.1.2 'Necessary'
- F.1.2 Common Clauses in the Acquisition of an Undertaking
- F.1.2.1 Non-competition clauses: general
- F.1.2.2 Acquisition of an undertaking
- F.1.2.3 Joint ventures
- F.1.2.4 Non-solicitation and confidentiality clauses
- F.1.3 Licence Agreements
- F.1.3.1 Transfer of undertaking or acquisition of an undertaking
- F.1.3.2 Joint ventures
- F.1.4 Purchase and Supply Agreements
- F.1.4.1 Most common purchase/supply clauses
- F.1.4.2 Types of acceptable obligations
- F.1.4.3 Acceptable duration
- F.1.5 Other Agreements
- F.1.6 Procedural Issues
- F.2 Draft Notice on Commitments submitted to the Commission under Regulation 4064/89 and under Regulation 447/98
- F.2.1 General Principles
- F.2.2 Commitments Accepted by the Commission
- F.2.2.1 Divestiture
- F.2.2.2 Termination of exclusive agreements
- F.2.2.3 Access to infrastructure and key technology
- F.2.2.4 Commitment packages
- F.2.3 Situations where Remedies are Difficult
- F.2.4 Specific Requirements for Submission of Commitments in Phase I
- F.2.5 Specific Requirements for Submission of Commitments in Phase II
- F.2.6 Requirements for Commitments and their Implementation
- F.2.6.1 Essential features of divestment remedies
- F.2.6.2 Interim preservation
- F.2.6.3 Implementation
- F.2.6.4 Approval of the purchaser
- F.2.7 Final Remarks on the Notice
- F.3 Draft Commission Notice on a Simplified Procedure for Processing Certain Concentrations under Council Regulation 4064/89
- F.3.1 Concentrations Eligible for Simplified Procedure
- F.3.2 Procedural Provisions
- ANNEXES: REGULATIONS AND NOTICES
- ANNEX 1A COUNCIL REGULATION (EEC) NO 4064/89 OF 21 DECEMBER 1989 ON THE CONTROL OF CONCENTRATIONS BETWEEN UNDERTAKINGS
- ANNEX 1B COUNCIL REGULATION (EC) NO 1310/97 OF 30 JUNE 1997 AMENDING REGULATION (EEC) NO 4064/89 ON THE CONTROL OF CONCENTRATIONS BETWEEN UNDERTAKINGS
- ANNEX 1C CONSOLIDATED TEXT OF COUNCIL REGULATION (EEC) NO 4064/89 OF 21 DECEMBER 1989 ON THE CONTROL OF CONCENTRATIONS BETWEEN UNDERTAKINGS (PUBLISHED IN THE OFFICIAL JOURNAL. ONLY THE PUBLISHED TEXT IS AUTHENTIC: OJ L395, 30 DECEMBER 1989, OJ L257, 21 SEPTEMBER 1990) WITH AMENDMENTS INTRODUCED BY COUNCIL REGULATION (EC) NO. 1310/97 OF 30 JUNE 1997, OJ L180, p. 1, 09 JULY 1997
- ANNEX 2 COMMISSION REGULATION (EC) NO 447/98 OF 1 MARCH 1998 ON THE NOTIFICATIONS, TIME LIMITS AND HEARINGS PROVIDED FOR IN COUNCIL REGULATION (EEC) NO 4064/89 ON THE CONTROL OF CONCENTRATIONS BETWEEN UNDERTAKINGS
- ANNEX 3 COMMISSION NOTICE ON THE CONCEPT OF FULL-FUNCTION JOINT VENTURES UNDER COUNCIL REGULATION (EEC) NO 4064/89 ON THE CONTROL OF CONCENTRATIONS BETWEEN UNDERTAKINGS (98/C 66/01)
- ANNEX 4 COMMISSION NOTICE ON THE CONCEPT OF CONCENTRATION UNDER COUNCIL REGULATION (EEC) NO 4064/89 ON THE CONTROL OF CONCENTRATIONS BETWEEN UNDERTAKINGS (981/C 66/02)
- ANNEX 5 COMMISSION NOTICE ON THE CONCEPT OF UNDERTAKINGS CONCERNED UNDER COUNCIL REGULATION (EEC) NO 4064/89 ON THE CONTROL OF CONCENTRATIONS BETWEEN UNDERTAKINGS (98/C 66/03)
- ANNEX 6 COMMISSION NOTICE ON CALCULATION OF TURNOVER UNDER COUNCIL REGULATION (EEC) NO 4064/89 ON THE CONTROL OF CONCENTRATIONS BETWEEN UNDERTAKINGS (98/C 66/04)
- ANNEX 7 COMMISSION NOTICE CONCERNING ALIGNMENT OF PROCEDURES FOR PROCESSING MERGERS UNDER THE ECSC AND EC TREATIES (98/C 66/05)
- ANNEX 8 INFORMATION ON THE ASSESSMENT OF FULL-FUNCTION JOINT VENTURES PURSUANT TO THE COMPETITION RULES OF THE EUROPEAN COMMUNITY (98/C 66/06)
- ANNEX 9 COMMISSION NOTICE REGARDING RESTRICTIONS ANCILLARY TO CONCENTRATIONS (90/C 203/05)
- ANNEX 10 MERGER: BEST PRACTICE GUIDELINES
- ANNEX 11 NATIONAL AUTHORITIES DEALING WITH MERGERS
- Back Cover
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