The 2014 White Paper on EU Merger Control: added value for (non-controlling) minority shareholdings?

Abstract:

This contribution investigates whether the 2014 White Paper on EU Merger Control adds value to the existing debate surrounding non-controlling minority shareholdings. In this respect, it evaluates whether the 2013 minority shareholdings consultation rationale is consistently followed through.

This contribution analyses three important novelties put forward by the White Paper: the principles guiding the reform (plugging the enforcement/regulatory gap, observing the reform's proportionality, and its consistency with existing control systems), defining the standards that the transactions prone to investigation must meet (“competitively significant links”), and narrowing down the choices for intervention methods (“targeted transparency system”).

The contribution concludes that while the White Paper's proposed amendments generally fit the reform principles scheme, certain problems may still be identified, especially in relation to the necessity of a waiting period for minority shareholdings, and to the benefits and drawbacks of the possibility to intervene ex post on such transactions.

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