EU Merger Control and Non-Controlling Minority Shareholdings: The Case Against Change

"After several years of debate fuelled by the General Court’s confirmation in Aer Lingus that the EU Merger Regulation does not apply to the acquisition of non-controlling minority shareholdings, the European Commission (the Commission) has proposed expanding the EUMR to capture such transactions on the ground that the Commission “does not seem to have the tools to systematically prevent anticompetitive effects deriving from such structurallinks”.

The Commission’s proposal raises two principal questions—is there a material gap in the EUMR’s scope of application and, if there is, is that gap large enough to justify subjecting a potentially significant number of transactions to EU merger control?"