Liverpool Law Review

, Volume 36, Issue 1, pp 7–31 | Cite as

A Fresh Look at the EU Merger Regulation? The European Commission’s White Paper “Towards More Effective EU Merger Control”

  • Ulrich von Koppenfels


On 9 July 2014 the European Commission published the White Paper “Towards more effective EU merger control”. The White Paper takes stock of the working of the EU Merger Regulation 10 years after the last reform in 2004. It evaluates what degree of coherence and convergence has been achieved in the application of merger control rules and practices at the EU and at Member State level. The White Paper supports recent suggestions to move towards a “European Merger Area”, in which the Commission and national competition authorities (NCAs) apply the same rules to mergers and acquisitions, but does not make concrete proposals in that respect. However, the White Paper proposes amendments to the Merger Regulation in two main areas. First, in order to address an enforcement gap in EU competition law with respect to acquisitions of non-controlling minority shareholdings, the Commission should have the possibility to review certain minority stake transactions creating a “competitively significant link” between the acquirer and the target, without however making all acquisitions of minority shareholdings subject to the prior notification obligation. Second, the system for referring merger cases between the Commission and NCAs should be streamlined in order to reduce the administrative burden on companies and better ensure that cases are being dealt with by the best placed competition authority. Additional proposals made by the White Paper relate to removing joint ventures established outside the European Economic Area (EEA) and with no effect on EEA markets from the scope of the Merger Regulation and alleviating notification obligations for certain categories of unproblematic mergers.


European Union law Competition law Merger Regulation European Commission National competition authorities Non-controlling minority shareholdings Case referrals 


  1. Almunia, Joaquín. 2012. Merger review past evolutions and future prospects. Speech at Cernobbio/Italy, 2 November 2002, SPEECH 2012/773.Google Scholar
  2. Briggs, John and Daniel, Oakes. 2014. Eurotunnel and the short sea battle between the French and the English: A US perspective, [1–2014] Concurrences, p. 15.Google Scholar
  3. Burnside, Alec, J. 2013. Minority Shareholdings: An overview of EU and national case law, [2013] e-Competitions, No 56676.Google Scholar
  4. European Commission, Communication to the Council, Report on the functioning of Regulation No 139/2004, COM (2009) 281 final, 18 June 2009 (European Commission, 2009 Report).Google Scholar
  5. European Commission: Commission Staff Working Document “Towards more effective EU merger control”, SWD (2013) 239 final, 25 June 2013 (European Commission, Consultation Paper, 2013).Google Scholar
  6. European Commission: White Paper “Towards more effective EU merger control”, COM (2014) 449 final, 9 July 2014 (European Commission, White Paper, 2014).Google Scholar
  7. European Commission: Commission Staff Working Document accompanying the White Paper “Towards more effective EU merger control”, SWD (2014) 221 final, 9 July 2014 (European Commission, SWD, 2014).Google Scholar
  8. European Commission: Minority Power—EU Merger Control and the acquisition of Minority Shareholdings, Competition policy brief, issue 15, October 2014 (European Commission, Competition Policy Brief, 2014).Google Scholar
  9. Federal Ministry of Economics and Technology and Bundeskartellamt: Written Statement on the Consultation Paper published by DG Competition on possible improvements to some aspects of the EC Merger Regulation (ECMR) (“Towards more effective EU merger control”), 17 September 2013 (Federal Ministry of Economics and Technology and Bundeskartellamt, Written Statement, 2013).Google Scholar
  10. Koch, Oliver. 2008. Fundamentals of European Merger Control. In Competition Law: European Community Practice and Procedure, ed. Hirsch, Günther., Montag, Frank and Säcker, Franz Jürgen, 1900–1946. London: Sweet & Maxwell.Google Scholar
  11. Levy, Nicholas. 2013. EU merger control and non-controlling minority shareholdings: the case against change. European Competition Journal, p. 1.Google Scholar
  12. MacGregor, Anne and Burnside, Alec J. 2014. In favour of a lighter touch: A response to the European Commission’s July 2014 proposed measures on the review of minority stakes under the EU Merger Regulation, [2014] e-Competitions, No 69383.Google Scholar
  13. Monti, Mario. 2010. A New Strategy for the Single Market at the Service of Europe’s Economy and Society, Report to the President of the European Commission José Manuel Barroso, 9 May 2010.Google Scholar
  14. Ruubel, Sille. 2014. UK regulator defends order forcing Ryanair to cut its stake in Aer Lingus, mlex market insight, 27 November 2014.Google Scholar
  15. Schmidt, Jens, Peter. 2013. Germany: Merger control analysis of minority shareholdings—A model for the EU? Concurrences, p. 207.Google Scholar
  16. Stefan, Rusu, Catalin. 2014. (Non-controlling) Minority Shareholdings as Self-Standing Transactions under EU Merger Control Analysis: Prospective Solutions, [2014] World Competition, p. 487.Google Scholar
  17. Vestager, Margrethe. 2015. Thoughts on merger reform and market definition. Keynote address at Studienvereinigung Kartellrecht Brussels, SPEECH-12 March 2015.Google Scholar
  18. Zivy, Fabien. 2013. Pour un contrôle des concentrations plus simple, cohérent et stratégique en Europe—Une réforme “gagnant-gagnant” au service de la compétitivité, rapport au Ministre de l’Economie et des Finances, 16 December 2013.Google Scholar

Copyright information

© European Union  2015

Authors and Affiliations

  1. 1.Mergers Case Support and Policy UnitEuropean CommissionBrusselsBelgium

Personalised recommendations