fte Merger Control Review
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PART I GENERAL PAPERS�������������������������������������������������� 1–73
Chapter 1 ECONOMICS TOOLS USED IN MERGER CONTROL… 3
S Murthy Kambhampaty and James A Langenfeld
Chapter 2 EU MERGER CONTROL IN THE PHARMACEUTICAL SECTOR 20
Pablo Figueroa and Alejandro Guerrero
Chapter 3 HIGH-TECHNOLOGY ASPECTS IN EU AND US MERGER CONTROL…………………………………………………………. 34
Paul McGeown and Victoria Luxardo Jeffries
Chapter 4 INTERNATIONAL MERGER REMEDIES……………………. 48
John Ratliff, Frédéric Louis and Cormac O’Daly
Chapter 5 PHARMACEUTICAL ASPECTS OF US MERGER
Claudia R Higgins and Saul P Morgenstern
PART II JURISDICTIONS ���������������������������������������������������������77–551
Chapter 1 AUSTRALIA…………………………………………………………. 77
Peter Armitage and Ross Zaurrini
Chapter 2 AUSTRIA…………………………………………………………… 94
Heinrich Kühnert and Gerhard Fussenegger
Chapter 3 BELGIUM…………………………………………………………. 103
Carmen Verdonck and Jenna Auwerx
Chapter 4 BOSNIA AND HERZEGOVINA…………………………… 116
Chapter 5 BRAZIL……………………………………………………………. 126
Lauro Celidonio Neto, Amadeu Ribeiro and Marcio Dias Soares
Chapter 6 CANADA…………………………………………………………. 141
Dany H Assaf, Rebecca Moskowitz and Marina Chernenko
Chapter 7 CHINA…………………………………………………………….. 153
Susan Ning and Hazel Yin
Chapter 8 COSTA RICA…………………………………………………….. 163
Chapter 9 ECUADOR……………………………………………………….. 174
Diego Pérez-Ordoñez, Luis Marín Tobar and Natalia Almeida
Chapter 10 FINLAND…………………………………………………………. 183
Sari Hiltunen and Mikko Huimala
Chapter 11 FRANCE…………………………………………………………… 192
Hugues Calvet and Olivier Billard
Chapter 12 GERMANY……………………………………………………….. 211
Götz Drauz and Michael Rosenthal
Chapter 13 GHANA…………………………………………………………… 222
Rosa Kudoadzi and Daniel Imadi
Chapter 14 HONG KONG…………………………………………………… 231
Sharon Henrick and Joshua Cole
Chapter 15 INDIA……………………………………………………………… 245
Samir R Gandhi, Kamya Rajagopal and Rahul Satyan
Chapter 16 INDONESIA……………………………………………………… 256
Theodoor Bakker, Luky I Walalangi and Miriam Andreta
Chapter 17 ISRAEL…………………………………………………………….. 268
Chapter 18 ITALY……………………………………………………………………………….. 279
Rino Caiazzo and Francesca Costantini
Chapter 19 JAPAN……………………………………………………………… 289
Yusuke Nakano, Vassili Moussis and Kiyoko Yagami
Chapter 20 KOREA…………………………………………………………….. 303
Sai Ree Yun, Seuk Joon Lee, Cecil Saehoon Chung, Kyoung Yeon Kim and Kyu Hyun Kim
Chapter 21 LITHUANIA……………………………………………………… 313
Giedrius Kolesnikovas and Michail Parchimovič
Chapter 22 MACEDONIA…………………………………………………… 322
Chapter 23 MALAYSIA………………………………………………………. 329
Chapter 24 MEXICO…………………………………………………………… 340
Rafael Valdés Abascal and José Ángel Santiago Ábrego
Chapter 25 NETHERLANDS……………………………………………….. 348
Gerrit Oosterhuis and Weijer VerLoren van Themaat
Chapter 26 NEW ZEALAND……………………………………………….. 359
Neil Anderson, Simon Peart and Sebastian Templeton
Chapter 27 NIGERIA………………………………………………………….. 370
Chapter 28 NORWAY…………………………………………………………………………. 383
Thea Susanne Skaug and Fredrik Alver
Chapter 29 POLAND………………………………………………………….. 393
Mariusz Łaszczyk and Piotr Skurzyński
Chapter 30 PORTUGAL……………………………………………………… 403
Ricardo Bordalo Junqueiro and Marta Flores da Silva
Chapter 31 ROMANIA…………………………………………………………. 415
Carmen Peli, Manuela Lupeanu and Mihaela Ciolan
Chapter 32 RUSSIA…………………………………………………………….. 429
Anna Numerova and Elena Kazak
Chapter 33 SERBIA…………………………………………………………….. 438
Chapter 34 SOUTH AFRICA………………………………………………… 450
Lee Mendelsohn and Lebogang Phaladi
Chapter 35 SPAIN……………………………………………………………… 463
Juan Jiménez-Laiglesia, Alfonso Ois, Jorge Masía, Joaquín Hervada and Emilio Carrandi
Chapter 36 SWITZERLAND………………………………………………… 475
Pascal G Favre and Patrick Sommer
Chapter 37 TAIWAN………………………………………………………….. 484
Victor I Chang, Margaret Huang and Deven Lu
Chapter 38 THAILAND……………………………………………………… 494
Pakdee Paknara and Pattraporn Poovasathien
Chapter 39 TURKEY…………………………………………………………… 499
Gönenç Gürkaynak and K Korhan Yıldırım
Chapter 40 UKRAINE…………………………………………………………. 511
Dmitry Taranyk and Maksym Nazarenko
Chapter 41 UNITED KINGDOM………………………………………….. 520
Jordan Ellison and Paul Walter
Chapter 42 UNITED STATES……………………………………………….. 532
Ilene Knable Gotts
Chapter 43 VENEZUELA……………………………………………………. 541
Pedro Ignacio Sosa, Vanessa D’Amelio and Rodrigo Moncho Stefani
Appendix 1 ABOUT THE AUTHORS…………………………………….. 553
Appendix 2 CONTRIBUTING LAW FIRMS’ CONTACT DETAILS. 591
Pre-merger competition review has advanced significantly since its creation in 1976 in the United States. As this book evidences, today almost all competition authorities have a notification process in place – with most requiring pre-merger notification for transactions that meet certain prescribed minimum thresholds. Additional jurisdictions, particularly in Asia, are poised to add pre-merger notification regimes in the next year or so. fte 10 Member States of the Association of Southeast Asian Nations, for example, have agreed to introduce national competition policies and laws by year-end 2015. We have expanded the jurisdictions covered by this book to include the newer regimes as well in our endeavour to keep our readers well informed.
Given the ability of most competition agencies with pre-merger notification laws to delay, and even block, a transaction, it is imperative to take each jurisdiction – small or large, new or mature – seriously. China, for instance, in 2009 blocked the Coca-Cola Company’s proposed acquisition of China Huiyuan Juice Group Limited and imposed conditions on four mergers involving non-Chinese domiciled firms. In Phonak/ReSound (a merger between a Swiss undertaking and a Danish undertaking, each with a German subsidiary), the German Federal Cartel Office blocked the entire merger even though less than 10 per cent of each of the undertakings was attributable to Germany. It is, therefore, imperative that counsel for a transaction develops a comprehensive plan prior to, or immediately upon, execution of the agreement concerning where and when to file notification with competition authorities regarding the transaction. In this regard, this book provides an overview of the process in 43 jurisdictions, as well as a discussion of recent decisions, strategic considerations and likely upcoming developments. Given the number of recent significant M&A transactions involving pharma and high-technology companies, we have added to this year’s edition chapters focusing on the US and EU enforcement trends in these important sectors. In addition, as merger review increasingly includes economic analysis in most, if not all, jurisdictions, we have added a chapter discussing the various economic tools used to analyse transactions. fte intended readership of this book comprises both in-house and outside counsel who may be involved in the competition review of cross-border transactions.
Some common threads in institutional design underlie most of the merger review mandates, although there are some outliers as well as nuances that necessitate careful consideration when advising clients on a particular transaction. Almost all jurisdictions vest exclusive authority to review transactions in one agency. fte US and China may end up being the exceptions in this regard. Most jurisdictions provide for objective monetary size thresholds (e.g., the turnover of the parties, the size of the transaction) to determine whether a filing is required. Germany, for instance, provides for a de minimis exception for transactions occurring in markets with sales of less than €15 million. ftere are some jurisdictions, however, that still use ‘market share’ indicia (e.g., Bosnia and Herzegovina, Colombia, Lithuania, Portugal, Spain, Ukraine and the UK). Most jurisdictions require that both parties have some turnover or nexus to their jurisdiction. However, there are some jurisdictions that take a more expansive view. For instance, Turkey recently issued a decision finding that a joint venture (JV) that produced no effect in Turkish markets was reportable because the JV’s products ‘could be’ imported into Turkey. Germany also takes an expansive view by adopting as one of its thresholds a transaction of ‘competitively significant influence’. Although a few merger notification jurisdictions remain ‘voluntary’ (e.g., Australia, Singapore, the UK and Venezuela), the vast majority impose mandatory notification requirements.
fte potential consequences for failing to file in jurisdictions with mandatory
requirements varies. Almost all jurisdictions require that the notification process be concluded prior to completion (e.g., pre-merger, suspensory regimes), rather than permitting the transaction to close as long as notification is made prior to closing. Many of these jurisdictions can impose a significant fine for failure to notify before closing even where the transaction raises no competition concerns (e.g., Austria, Cyprus, India, the Netherlands, Romania, Spain and Turkey). In France, for instance, the Authority imposed a €4 million fine on Castel Frères for failure to notify its acquisition of part of Patriache group. Some jurisdictions impose strict time frames within which the parties must file their notification. For instance, Cyprus requires filing within one week of signing of the relevant documents and agreements; Serbia and India provide for 15 days after signing the agreement; and Hungary, Ireland and Romania have a 30-calendar-day time limit commencing with the entering into the agreement for filing the notification. Some jurisdictions that mandate filings within specified periods after execution of the agreement also have the authority to impose fines for ‘late’ notifications (e.g., Bosnia and Herzegovina, India and Serbia). Most jurisdictions also have the ability to impose significant fines for failure to notify or for closing before the end of the waiting period, or both (e.g., Greece, Portugal, Ukraine and the US). In Macedonia, the failure to file can result in a misdemeanour and a monetary fine of up to 10 per cent of the worldwide turnover.
In addition, other jurisdictions have joined the EU and US in focusing on interim
conduct of the transaction parties. Brazil, for instance, issued its first ‘gun jumping’ fine last year and recently issued guidelines on gun jumping violations. In most jurisdictions, a transaction that does not meet the pre-merger notification thresholds is not subject to review and challenge by the competition authority. In Canada – like the US – however, the agency can challenge mergers that were not required to be notified under the pre-merger statute. In 2014 alone, the Canadian Competition Bureau took enforcement action in three non-notifiable mergers.
In almost all jurisdictions, very few transactions undergo a full investigation, although some require that the notification provide detailed information regarding the markets, competitors, competition, suppliers, customers and entry conditions. Most jurisdictions that have filing fees specify a flat fee or state in advance a schedule of fees based upon the size of the transaction; some jurisdictions, however, determine the fee after filing or provide different fees based on the complexity of the transaction. For instance, Cyprus is now considering charging a higher fee for acquisitions that are subjected to a full Phase II investigation.
Most jurisdictions more closely resemble the EU model than the US model. In these jurisdictions, pre-filing consultations are more common (and even encouraged); parties can offer undertakings during the initial stage to resolve competitive concerns; and there is a set period during the second phase for providing additional information and for the agency to reach a decision. In Japan, however, the Japanese Federal Trade Commission (JFTC) announced in June 2011 that it would abolish the prior consultation procedure option. When combined with the inability to ‘stop the clock’ on the review periods, counsel may find it more challenging in transactions involving multiple filings to avoid the potential for the entry of conflicting remedies or even a prohibition decision at the end of a JFTC review. Some jurisdictions, such as Croatia, are still aligning their threshold criteria and process with the EU model. ftere remain some jurisdictions even within the EU that differ procedurally from the EU model. For instance, in Austria, the obligation to file can be triggered if only one of the involved undertakings has sales in Austria, as long as both parties satisfy a minimum global turnover and have a sizeable combined turnover in Austria.
fte role of third parties also varies across jurisdictions. In some jurisdictions (e.g., Japan) there is no explicit right of intervention by third parties, but the authorities can choose to allow it on a case-by-case basis. In contrast, in South Africa, registered trade unions or representatives of employees are to be provided with a redacted copy of the merger notification from the outset and have the right to participate in merger hearings before the Competition Tribunal: the Tribunal will typically also permit other third parties to participate. Bulgaria has announced a process by which transaction parties even consent to disclosure of their confidential information to third parties. In some jurisdictions (e.g., Australia, the EU and Germany), third parties may file an objection to a clearance decision. In some jurisdictions (including Canada, the EU and the US), third parties (e.g., competitors) are required to provide information and data if requested by the antitrust authority. In Israel, a third party that did not comply with such a request was recently fined by the Authority.
In almost all jurisdictions, once the authority approves the transaction, it cannot later challenge the transaction’s legality. fte US is one significant outlier with no bar for subsequent challenge, even decades following the closing, if the transaction is later believed to have substantially lessened competition. Canada, in contrast, provides a more limited time period of one year for challenging a notified transaction (see the recent CSC/ Complete transaction). Norway is a bit unusual, in that the Authority has the ability to mandate notification of a transaction for a period of up to three months following the transaction’s consummation.
It is becoming the norm in large cross-border transactions raising competition concerns for the US, Canadian, Mexican and EU authorities to work closely together during the investigative stages, and even in determining remedies, minimising the potential of arriving at diverging outcomes. fte Korean Fair Trade Commission has stated that it will engage in even greater cooperation with foreign competition authorities, particularly those of China and Japan, which are similar to Korea in their industrial structure. Regional cooperation among some of the newer agencies has also become more common; for example, the Argentinian authority has worked with Brazil’s CADE, which in turn has worked with the Chilean authority. Competition authorities in Bosnia and Herzegovina, Bulgaria, Croatia, Macedonia, Montenegro, Serbia, Slovenia and Turkey similarly maintain close ties and cooperate on transactions. Taiwan is part of the Asia-Pacific Economic Cooperation Forum, which shares a database. In transactions not requiring filings in multiple EU jurisdictions, Member States often keep each other informed during the course of an investigation. In addition, transactions not meeting the EU threshold can nevertheless be referred to the Commission in appropriate circumstances. In 2009, the US signed a memorandum of understanding with the Russian Competition Authority to facilitate cooperation; China has ‘consulted’ with the US and the EU on some mergers and entered into a cooperation agreement with the US authorities in 2011. fte US also has recently entered into a cooperation agreement with India.
Although some jurisdictions have recently raised the size threshold at which filings are mandated, others have broadened the scope of their legislation to include, for instance, partial ownership interests. Some jurisdictions continue to have as their threshold test for pre-merger notification whether there is an ‘acquisition of control’. Many of these jurisdictions, however, will include as a reportable situation the creation of ‘joint control’, ‘negative (e.g., veto) control’ rights to the extent that they may give rise to de jure or de facto control (e.g., Turkey), or a change from ‘joint control’ to ‘sole control’ (e.g., the EU and Lithuania). Minority holdings and concerns over ‘creeping acquisitions’, in which an industry may consolidate before the agencies become fully aware, have become the focus of many jurisdictions. Some jurisdictions will consider as reviewable acquisitions in which only a 10 per cent or less interest is being acquired (e.g., Serbia for certain financial and insurance mergers), although most jurisdictions have somewhat higher thresholds (e.g., Korea sets the threshold at 15 per cent of a public company and otherwise at 20 per cent of a target; and Japan and Russia at any amount exceeding 20 per cent of the target). Others use as the benchmark the impact that the partial shareholding has on competition; Norway, for instance, can challenge a minority shareholding that creates or strengthens a significant restriction on competition. fte UK also focuses on whether the minority shareholder has ‘material influence’ (i.e., the ability to make or influence commercial policy) over the entity. Several agencies during the past few years have analysed partial ownership acquisitions on a standalone basis as well as in connection with JVs (e.g., Canada, China, Cyprus, Finland and Switzerland). Vertical mergers were also a subject of review (and even resulted in some enforcement actions) in a number of jurisdictions (e.g., Belgium, Canada, China, Sweden and Taiwan). Portugal even viewed as an ‘acquisition’ subject to notification the non-binding transfer of a customer base.
For transactions that raise competition issues, the need to plan and to coordinate among counsel has become particularly acute. Multijurisdictional cooperation facilitates the development of cross-border remedies packages that effectively address competitive concerns while permitting the transaction to proceed. fte consents adopted by the US and Canada in the Holcim/Lafarge merger exemplify such a cross-border package. As discussed in the International Merger Remedies chapter, it is no longer prudent to focus merely on the larger mature authorities, with the expectation that other jurisdictions will follow their lead or defer to their review. In the current environment, obtaining the approval of jurisdictions such as Brazil and China can be as important as the approval of the EU or the US. Moreover, the need to coordinate is particularly acute to the extent that multiple agencies decide to impose conditions on the transaction. Although most jurisdictions indicate that ‘structural’ remedies are preferable to ‘behavioural’ conditions, a number of jurisdictions in the past few years have imposed a variety of such behavioural remedies (e.g., China, the EU, France, the Netherlands, Norway, South Africa, Ukraine and the US). For instance, some recent decisions have included as behavioural remedies pricing, sales tariffs and terms of sale conditions (e.g., Ukraine and Serbia), employee retrenchment (South Africa) and restrictions on bringing antidumping suits (e.g., Mexico). Many recent decisions have imposed behavioural remedies to strengthen the effectiveness of divestitures (e.g., Canada’s decision in the Loblaw/Shoppers transaction, China’s MOFCOM remedy in Glencore/Xstrata, France’s decision in the Numericable/ SFR transaction). ftis book should provide a useful starting point in navigating cross- border transactions in the current enforcement environment.
Wachtell, Lipton, Rosen & Katz New York
Carmen Peli, Manuela Lupeanu and Mihaela Ciolan1ROMANIA
fte merger control regime was introduced in Romania by the Law on Competition No. 21/1996 (Competition Law). fte Romanian Competition Council (CC) is the authority empowered to apply the Competition Law. In addition, the Supreme Council for the Country’s Defence (SCCD) can oppose transactions that raise risks from a defence policy perspective. fte Competition Law was amended substantially in August 2010 by Government Emergency Ordinance No. 75/2010, which introduced a number of important changes in the area of merger control, including a new substantive test for assessing merger impact (the significant impediment of effective competition (SIEC) test), the ability of merging parties to notify their intention to merge, longer deadlines for the CC to take decisions and a revised authorisation fee. fte Competition Law was republished in 2014, but its provisions continue to be amended. Among significant changes, the CC will now be required to obtain a judicial authorisation to inspect any premises belonging to undertakings being investigated or to their management or employees.
Under the domestic antitrust rules, an economic concentration is performed
through the merger of previously independent undertakings, the creation of a full-function joint venture or the acquisition of control of an undertaking. Transactions above the following thresholds must be examined and approved by the CC:
- the worldwide aggregate turnover of the parties (e.g., the purchaser and the target) and their groups exceeds €10 million; and
- at least two of the involved undertakings have each registered a turnover in Romania of €4
1 Carmen Peli is a founding partner, Manuela Lupeanu is a senior associate and Mihaela Ciolan is an associate at PeliFilip.
ftese jurisdictional thresholds establish the CC’s competence to conduct a review, and the CC cannot review mergers that do not meet the thresholds.2 Economic concentrations occurring outside Romania are subject to notification if the above thresholds are exceeded,3 the clearance of the CC being actually required both for economic concentrations involving foreign undertakings with Romanian affiliates, and for concentrations where the parties do not have a Romanian corporate presence but are reaching the turnover thresholds on the Romanian market through direct sales.
fte CC’s secondary legislation on the merger control system is included mainly in the Regulation regarding the economic concentrations approved by the Competition Council Order No. 385/2010 (Merger Regulation). fte Merger Regulation brought practical and procedural clarification with respect to some aspects of merger assessment. In addition, further harmonisation with the EU merger rules was achieved through Instructions on matters regarding the concepts of economic concentration, merging parties, full-function joint ventures and turnover, and Instructions on ancillary restraints; the Instructions generally mirror the European rules. Order No. 688/2010 (Instructions on remedies) contains rules applicable to remedies offered by merging parties in response to a commitments decision. Guidelines on the calculation of the authorisation fee for merger-clearance procedures have been implemented by Order No. 400/2010. fte CC has also enacted Rules on access to files in merger clearance procedures.
In 2014, further amendments brought the national merger control rules in line with the updates to the European merger control regime made by the European Commission at the end of 2013, and have a focus on:
- the importance of pre-notification discussions;
- increasing transparency by publishing a notice of transactions notified and falling under the merger rules; and
- the increased application of the simplified
In line with the European rules, a relevant market is now considered to be affected if the parties to a merger have a combined horizontal market share of 20 per cent or more, or a combined vertical market share of 30 per cent or more.
fte Competition Law contains a presumption of dominance for a company or companies exceeding a 40 per cent market share. However, the clearance test under the merger control rules is no longer the creation or strengthening of a dominant position as a result of which competition might be significantly restricted or distorted, but a more complex analysis on the basis of which concentrations that do not reach ‘dominance’ might still be deemed to substantially lessen competition. In its practice, the CC seems
- 2014 OECD Peer-Review on Competition law and policy in Romania, available at consiliulconcurentei.ro/uploads/docs/items/id9183/peer-review-romania-2014-en.pdf.
- An example is Decision 29 of 26 June 2013 regarding the takeover by MVM Zrt Ungaria of E.ON Földgáz Trade Zrt Ungaria, E.ON Földgáz Storage Zrt Ungaria and Powerforum Zrt Ungaria.
to have lately focused its analysis on whether the economic concentration would likely lead to price increases.4
fte clearance procedure still includes a Phase I analysis, and if the CC suspects that the clearance test will not be met, it will start a Phase II investigation. Most transactions are cleared under Phase I, with very few so far having undergone a Phase II investigation.
II YEAR IN REVIEW
- General considerations
In 2013, Romania’s GDP grew at one of the highest rates in Europe, and its inflation rate decreased.5 Furthermore, according to a barometer prepared by Ernst & Young based on publicly available information, in 2014 Romania registered the most significant increase in volume for mergers and acquisitions in central and south-east Europe.6 However, this growth is not reflected in the number of economic concentrations that have been subject to merger control by the CC, as not all of them fell under the Romanian merger rules. In 2014, the number of economic concentrations cleared by the CC has slightly increased, amounting to 42 mergers7 compared with 2013 (37 mergers), while to May 2015, only four economic concentrations gained final clearance.8 No merger prohibition decisions have been issued since 2001. No cases required a Phase II clearance procedure in 2014. fte last case requiring such in-depth analysis was the takeover of Hollywood Multiplex Operations by Cinema City International NV in 2012; the CC found that the combination between the two raised serious competition concerns that could not be eliminated through the commitments submitted by the acquiring party. However, the parties abandoned the transaction, and the investigation was closed without any decision being issued.
During 2014 and up to May 2015, the CC dealt with transactions in various
sectors, particularly in the fast-moving consumer goods retail, financial sector, energy and real estate sectors. Other sectors analysed by the CC were IT, media and courier delivery services, engineering consultancy services, agribusiness, waste management, do-it-yourself and port operation services.
- In 2013, the CC started to use new methods of economic analysis prior and post clearance in its analysis of concentrations in the retail sector: the gross upward pricing pressure index for ex ante analysis, and the difference in differences (DID) method applied in ex post For more details regarding the methods, see Romanian Competition Journal No. 2-2013, www.consiliulconcurentei.ro/uploads/docs/items/id9047/rrc_nr_2-2013.pdf.
- 2013 Competition Council: Annual
- ey.com/Publication/vwLUAssets/PR_2015_MA_Barometer_19_MAr_15_(RO)/$FILE/ PR_MA%20Barometer_19%20Mar%2015_RO.pdf.
- 2014 Competition Council: Annual
Trends and predictions
In 2014, the Romanian market for transactions was dynamic, with acquisitions made by certain investment funds, the exit of others and consolidations in certain sectors. A number of transactions were also undertaken as necessary financial reorganisations and restructurings of companies.
An important recent trend on the Romanian market is the consolidation of the financial sector, where major transactions have occurred in the banking, insurance and leasing segments. Two transactions cleared by the CC in 2013 – Citibank/Raiffeisen Bank and RBS Romania/Unicredit Tiriac Bank, which concerned the sale of retail products and clients’ portfolios – showed the banks’ need to concentrate on the retail sector. ftis trend continued in 2014, with OTP Bank Romania taking over Millennium Bank and Unicredit Tiriac Bank acquiring the corporate portfolio from RBS Romania, while in 2015, Banca Transilvania acquired control over Volksbank Romania.
In 2014, the CC issued two decisions that reflect the authority’s approach to the application of the Instructions on remedies. In the Agrana Zucker/Zaharul Liesti and Lemarco Cristal transaction,9 the CC gave its clearance based on behavioural commitments (a commitment to transfer the import licences for cheap raw sugar to other producers in Romania and not to acquire any other sugar factory in Romania for a period of five years). However, in the Mega Image/Angst Retail transaction,10 the commitments accepted by the authority concerned the structure of the transaction (the assignment of two retail stores, after the parties gave up the acquisition of one retail store).
fte high volume of transactions is likely to continue in 2015, with several
transactions expected in the financial sector, as well as in the telecommunications, energy and medical services markets.11
Few privatisations are expected in 2015. fte privatisation of CFR Marfa (the national rail freight transport operator), which began in 2013, has not yet been accomplished. fte process is expected to be re-launched in 2015, with the aim of being finalised most probably in 2016, as agreed with the International Monetary Fund. Another privatisation, which began in 2014, involves a significant state-owned company, Posta Romana (the national operator of postal services); this privatisation is expected to be accomplished by the end of 2015.
Lack of transparency
CC merger clearance decisions still do not generally indicate the merging parties’ market share or any other economic or market data that could serve as guidance for further practice. In 2014, the CC did publish several decisions where the ranges of the parties’ market shares are mentioned (thus giving an implicit indication of the authority’s reasoning), while in others it indicated certain market shares or the Herfindahl–Hirschman Index
- For more details about the transaction, see Section IV, infra.
- For more details about the transaction, see Section III, infra.
- See footnote
level before and after the transaction; however, this does not yet constitute a general practice regarding transparency in decisions.
ii Mergers in the courier delivery services market12
In 2013, the CC cleared the acquisition of Cargus by Abris Capital Partners, a leading mid-market private equity fund. Cargus is the first courier delivery company in Romania, founded in 1991 and acquired by Deutsche Post DHL in 2008. For DHL, the transaction represented the spin-off of its operations in Romania and followed the company’s strategy, which aims to focus on its international services.
To ensure a successful transition process, the parties have concluded six transitory agreements, creating a supply relationship under which Cargus continues to offer certain services to DHL. An interesting feature is that only four agreements have been considered as representing ancillary restrictions, while the agreements regarding authorised sales and cargo transportation services and handling at dispatching centres were not considered to be directly related and necessary to the implementation of the transaction. ftese latter agreements remain to be evaluated under Article 5 of the Competition Law.
Abris Capital Partners continued its investments in the courier delivery services market by its acquisition of Urgent Curier, cleared by the CC in May 2014.13 Cargus and Urgent Curier have merged and currently function under the name Urgent Cargus, occupying the second position in the local courier delivery services market.
iii Merger in the daily consumer goods retail sector cleared with commitments14
In November 2014, Mega Image SRL, a member of Delhaize Group, obtained a clearance decision for the acquisition of assets of Angst Retail. fte transaction concerned the transfer of the retail sale activity performed in 20 stores located in Bucharest and Ilfov (including equipment, stocks, employees, goodwill) and the right to use these stores. When submitting the notification, Mega Image was already the largest retail chain in Romania, having 353 shops, of which 176 were supermarkets (123 in Bucharest) and 177 were ‘Shop&Go’ stores similar to the traditional stores (150 in Bucharest).
Market definition and assessment
fte CC analysed the impact of the transaction on the relevant markets of the retail sale of consumer goods at the upstream level on the supply market where the retailers act as buyers; and at the downstream level on the retail market, where it considered that the traditional stores and discounters act on the same market with hypermarkets and supermarkets, while the cash and carry distribution channel is not part of this market as its target is mostly formed of other retailers and not final consumers.
- Decision 8 of 18 February 2013 regarding the takeover of Cargus International SRL by Mardeto Investments SRL.
- Decision 20 of 27 May 2014.
- Decision 46 of 14 November 2014 regarding the takeover of assets of Angst Retail by Mega Image.
In its analysis, the CC considered that the different store formats (hypermarkets, supermarkets, traditional retailers, discounters) compete with each other as such, irrespective of the selection of products they carry.
At the geographical level, the CC took into consideration a catchment area of 10 minutes by car for all Angst stores. With respect to a possible extension of the geographical area, the CC analysed the overlap between three stores – in Amzei, Perla and Academiei – based on the density and the placement of the relevant stores as well as the characteristics of central Bucharest (where the stores are located), which contains a high density of buildings and intensive pedestrian traffic.
As certain concerns were identified for the stores located in Bucharest (Amzei, Perla and Academiei), the parties agreed not to acquire the store in Perla, and committed to assign the Amzei and Academiei stores or other stores within the Mega Image network located in the same area that had sales in 2013 equal or higher to the sales of the Amzei and Academiei stores. Furthermore, Mega Image committed not to subsequently acquire influence over the assigned properties for a period of 10 years.
iv Merger in the white sugar market cleared with commitments15
In the context of the full deregulation of the sugar market in the European Union as of 2017, Agrana Zucker acquired two sugar production units from Lemarco SA. fte transaction involved the two leading retail white sugar market players in Romania and was approved by the CC with conditions six months after notification. Notably, the notification was made based on a letter of intent stating that a sale and purchase agreement was to be executed only if the CC authorised the merger in a form satisfactory for Agrana.
Market definition and assessment
fte CC analysed the impact of the transaction on the white sugar market in two segments: industrial and retail. For the retail sector, a significant increase was found, with no other competitor having more than 10 per cent market share following the transaction. fte CC considered that market share levels are necessary, but not sufficient, to identify a dominant position. ftus, it also took into account the stability of parties’ market shares over time and the market shares of competitors, and performed a thorough analysis of the barriers to entry on the market.
fte main barrier identified was the access to raw materials for the production of sugar (sugar beets and sugar cane). While beet production is limited due to national quotas established at EU level and distributed to different producers, access to sugar cane is restricted by both pricing and non-pricing barriers and requires import licences. As the two sugar production units had import licences for sugar cane (CXL import licences),
- Decision 33 of 26 August 2014 regarding the takeover by Agrana Zucker of assets of Zaharul Liesti SA and Lemarco Cristal (both companies being under the sole control of Lemarco SA).
the CC was concerned that the acquirer could limit competitors’ access to cheap raw material, thus strengthening its dominant position.
Given the concerns identified by the authority, Agrana proposed the following commitments:
- the transfer to authorised sugar processors with production units in Romania of CXL import licences16 that may be obtained based on the permanent activity refiner status of the two production units acquired, until 30 September 2017; and
- an obligation not to acquire any other sugar factory in Romania for a period of five
fte transfer of licences had to be made without payment and in a non-discriminatory manner. fte CC considered that the transfer of import licences to other producers insured such producers’ access to alternative sources of cheap raw material, and thus will enable them to compete effectively with Agrana. However, if no producers accept the import licences,17 Agrana is permitted to use them, and will have to submit an annual report to the CC within 30 days of the end of the market year.18 fte report must include information on the raw sugar imported based on these import licences as well as information regarding the quarterly wholesale average price of white sugar from other sources.
v Particular market definition and market strength assessment
Strauss Coffee BV/Cia Iguaçu de Café Soluvel 19
In July 2014, the CC cleared the acquisition by Strauss Coffee BV and Strauss Romania SRL of assets of Cia Iguaçu de Café Soluvel and Panfoods Romania, respectively:
- the Amigo and Café Especial trademarks;
- the intellectual property rights attached to or related to such trademarks;
- the exclusive right to use the formula for preparing Amigo classic coffee products;
- the domain name; and
- the stock of bulk coffee products and finished
Although in its previous decisions the CC left open the exact definition of the coffee market, in this case it performed a more-in-depth assessment, leading to a distinction between the roasted and ground coffee market and the soluble market (including instant
- As defined by EU Regulations 891/2009, 1234/2007 and 1308/2013.
- Producers reportedly had a rather short amount of time to respond to the offer of import licences, as the commitments were sent in final form to the authority on 15 July, and the acceptance of licences by the interested competitors were to have been received by 31
- A market year was defined by the authority as lasting from October to September in each calendar
- Decision 25 of 9 July 2014 regarding the takeover of Amigo brands by Strauss Coffee BV and Strauss Romania SRL.
coffee and coffee mixes), with a further segmentation depending on the sale channel, retail and away-from-home levels. In addition to the arguments provided by the acquirer sustaining this market definition, the CC requested the opinion of competitors in the coffee market regarding the interchangeability of instant coffee and coffee specialties (mixes). fte competitors confirmed and sustained such interchangeability of both segments due to use of the same production process, with mixes containing 10 to 15 per cent instant coffee, and consumers regarding both products as substitutable after taking into consideration their quality and effects. fte CC also took into account a study performed by a third party, regarding ‘instant and mixes territories’ and performed a stationarity analysis20 of relative prices of soluble coffee, including mixes and coffee specialties.
With a market share below 25 per cent after the transaction, Strauss Coffee occupied second place on the soluble coffee market in Romania, after Nestlé, and consolidated its products portfolio on the retail soluble coffee in Romania. No significant barriers to entry were identified in the market; in the past five years, several companies have placed products in the market, while most retailers have introduced their own private label coffee.
vi Ex post analysis of the Lidl/Plus merger21
In November 2010, the CC cleared the takeover by Lidl Romania GmbH of Plus stores.22 Lidl, a member of the Schwarz group, operated in Romania through 53 Kaufland stores (hypermarkets), while the target was active through 103 stores (discounters). fte relevant markets identified were the upstream market of supply of consumer goods and the downstream retail market.
At the downstream level, the CC identified five local markets where the parties had combined market shares exceeding 30 per cent and even 45 per cent. fte CC cleared the transaction without requesting commitments despite these high shares. In 2012, however, it decided to perform an ex post analysis of the merger, and published a report in December 2013 in this respect.
Method used in the analysis
For the ex post assessment, the CC used mainly the DID method, but also considered the ‘before and after the implementation of the merger’ situation. fte DID method was based on a comparison of two groups: the treated group and the control group.
- fte stationarity analysis represents a type of economic analysis used by the CC when assessing the Strauss Coffeee/Amigo merger, and comprises the study of data on prices evolution for substitutable products collected for a specific period of time (monthly prices for three to five years).
- Decision 46 of 1 November 2010 regarding the joint takeover of Pludi Market (Plus), Tengelmann Real Estate International Romania SCS and Tengelmann Real Estate International SRL by Lidl Romania GmbH.
- Case COMP/M.5790 – Lidl/Plus Romania/Plus Bulgaria of 28 June 2010.
Ex post assessment
fte CC focused on Kaufland’s behaviour in relation to its prices on five relevant markets where the aggregated share of the parties exceeded 25 per cent. ftese prices were compared with other 11 Kaufland stores, while Lidl’s behaviour after the authorisation of the concentration was not taken into account. fte CC limited its analysis to 11 categories of products. fte five stores were considered the target group, and the 11 remaining stores, the control group. fte evolution of prices applied by Kaufland in the target group was compared with the prices used by the control group. In most of the cases (representing
67.3 per cent of the total), the prices evolved in a similar way. fterefore, the hypothesis according to which Kaufland could decide to raise prices in the local markets where its group market power increased after the Lidl/Plus transaction was not confirmed.
Conclusions of the report
fte CC concluded that two years after the acquisition of Plus by Lidl, the Schwarz group had strengthened its position both on the upstream supply market and on the downstream retail market for consumer goods. However, this position did not allow the group to indulge in independent behaviour in relation to its competitors or its customers.
III THE MERGER CONTROL REGIME
fte current merger control regime, in force since 1997, was amended in August 2010 and October 2014, leading to greater harmonisation with the European regime. ftese are updates of the rules on the merger-clearance procedure after Romania’s accession to the EU in 2007.
i Clearance procedure under the Merger Regulation
As per the rules in force, economic concentrations exceeding the thresholds must be submitted for approval to the CC. Economic concentrations have to be notified ‘promptly’ following the conclusion of the relevant agreement, the announcement of the public bid or the takeover of the controlling shares prior to their implementation. Failure to notify a transaction and implementation of the concentration before its authorisation (i.e., gun jumping) are subject to a fine between 0.5 and 10 per cent of the parties’ turnover in the financial year prior to the fining.
fte Merger Regulation also allows the involved firms to notify the CC of their intention to merge at any time prior to the conclusion of the transaction. fte parties would, however, need to provide sufficient evidence of such intention (e.g., a memorandum of understanding, a gentlemen’s agreement, pre-agreements, framework agreements). ftis provision is expected to be frequently used by firms involved in economic concentrations.
fte parties must submit a standard notification form accompanied by attached relevant documentation. fte content of the notification form is in line with that used in the procedure before the European Commission. In October 2014, Competition Council Order No. 438/2014 was published, reflecting the recent changes made by the European Commission. fte CC may ask questions, and it regularly uses this right. Upon receiving the notification form and the supporting documents, the CC has 20 days
to review it and, if necessary, to request additional information from the parties. Such information must be submitted within 15 days of the date of the request, with a possible further five days’ extension upon reasonable justifications. If after the expiry of these terms the information provided is not sufficiently clear, the CC can impose fines. Once the parties provide all necessary information, the notification will be declared complete (the CC will immediately communicate the date upon which the notification became complete and effective to the parties). Under the Merger Regulation, the CC has 45 days after the notification becomes complete to decide whether the concentration comes under the scope of the merger rules; does not raise serious antitrust concerns; or raises competition doubts.
Once the entire procedure is finalised, the CC shall issue:
- a non-approval decision if the merger raises serious competition concerns;
- a decision clearing the merger if it ascertains that the analysed transaction is not deemed to create or to consolidate a dominant position threatening competition on the relevant national markets; or
- a commitment decision, which will necessitate remedies being fulfilled by the parties; these will be chosen from a series of remedies provided within the Instructions on remedies (e.g., the divestment of a part of the business, the termination of exclusive arrangements or the transfer of an important technology).
fte Merger Regulation also provides a simplified clearance procedure that can be used in limited circumstances and, in any case, only if the aggregate market shares of the parties do not exceed 20 per cent (horizontal relations) or 30 per cent (vertical relations). In its past practice, the CC was reluctant to use this procedure even for relatively small transactions, and the assessment of how the transaction affects the ‘normal course of competition’ requires as much information and time as the regular procedure. In 2014 however, 50 per cent of economic concentrations were analysed by the CC under the simplified procedure.23 Nevertheless, the CC remains free to start the analysis under the simplified procedure and continue it under a full clearance structure, as it did in one case in 2014.24
ii Enforcement of the SIEC test
In contrast to the dominance test established by the former rules, the Merger Regulation establishes that the assessment test for an economic concentration is the SIEC test: assessing whether an economic concentration significantly impedes effective competition on the Romanian market or on a substantial part of it, particularly following the creation or strengthening of a dominant position. fte CC will thus take into account various criteria for assessing the merger, such as:
- the relevant market structure;
- actual or potential competition;
- See footnote
- Decision 11 of 18 March 2014 regarding the takeover of Compania Romprest Service SA by Europrest Invest SRL and Premium Management Team SRL.
- the parties’ market position and their economic and financial strength;
- alternatives available to suppliers and users, their access to supply sources and markets;
- legal or factual barriers to entry;
- the trends of offer and demand for the goods in the relevant market;
- the interests of intermediary and end consumers; and
- any evolution of technical and economic progress, to the extent that it benefits consumers and it is not an obstacle to
iii Presumption of dominance above a 40 per cent market share
One major amendment to the Competition Law in 2011 related to the introduction of the presumption of dominance for companies holding a market share of over 40 per cent.
Although the CC does not sanction a dominant position per se (only an abuse of such market power on the relevant market), the burden of proof is on the company presumed to be dominant; once the presumption is made, the company has to rebut it.
iv Access to the file
During the review procedure, access to the file is allowed only to the merging parties (i.e., the buyer’s and seller’s shareholders and the merging company’s managers). fte Instructions on the access to the file preclude the access for third parties unless the CC considers it is necessary for the third parties to submit their observations; such right does not, however, allow third parties access to confidential information. fte instructions on the access to the file have a narrow interpretation of what constitutes confidential information, but it generally covers business secrets and any sensitive information that would severely compromise the merging parties’ activity if disclosed. A redacted version of the confidential documents and information must be prepared by the party, pointing out their sensitiveness. In October 2013, the CC published guidelines on the confidentiality of documents that include practical information on this topic.
In practice, the CC routinely invites third parties (i.e., the parties’ competitors or commercial partners, regulatory authorities or any other interested entities) to submit observations or any other comments or information whenever a new submission for merger approval is addressed to the CC. Interested third parties may challenge the final decision under the regular procedure regarding the resolution of administrative disputes. To our knowledge, only one clearance decision25 has been challenged in court by a third party (in 2012). It was finally dismissed by the High Court of Cassation and Justice in November 2014, as the acquirer abandoned the transaction and thus no potential competition risks on the market could justify the interest of the claim.
- Decision 48 of 29 August 2012 regarding the takeover of Simcor Var SA by Carmeuse Holding SRL, contested by Holcim SA.
v Gun jumping
fte initiation of a merger clearance procedure stops a transaction and the parties cannot take any further measures to implement it. fte Merger Regulation makes no further reference to ‘reversible’ or ‘irreversible’ steps that can be taken by the acquirer with respect to the target, but lists only the actions that might be considered ‘irreversible’ after implementing a concentration:
- directing the acquired undertaking to enter or exit a market or change its scope of activity;
- using the voting rights granted by the acquired shares to replace the directors, to approve the costs and expenses budget, the business plan or the investment plan of the target;
- changing the corporate name of the acquired entity;
- restructuring, shutting down or spinning off the acquired undertaking or its assets;
- laying off employees of the acquired undertaking;
- terminating material agreements of the acquired undertaking or causing the same to go public; and
- listing the acquired undertaking on a stock
Whenever the CC finds proof of gun jumping, a fine of up to 10 per cent of the turnover in Romania from the year preceding the infringement decision may be applied. fte parties may, however, ask the CC to grant derogation and allow implementation of the transaction before its clearance if sufficiently strong financial or economic arguments are made. In April 2013, the CC granted such derogation for the first time in three years for the takeover of Bank of Cyprus Romania by Marfin Bank Romania. fte CC based its decision on the economic situation of the bank, the emergency situation of its clients and the general economic interest of avoiding the possible contagion effect of distrust in banks. Another derogation was granted in January 2015 to Banca Transilvania for the takeover of Volksbank, which was in a fragile financial situation that put at risk all its contractual partners, especially consumers having contracted loans in Swiss francs.26 Specific to this transaction was also the fact that the target’s main shareholder was part of a group in an ongoing substantial reorganisation procedure in Austria that had decided to quickly cease its banking activity and exposure in Romania. ftus, a ‘lock box’ mechanism was implemented in the sale purchase agreement stating that no price adjustment can be made after signing, with the transfer of benefits and risks to the acquirer thereby occurring at signing. fte target had to perform its business activity until closing during the normal course of business, with the observance of clear parameters and within certain limits regarding exceptional operations.
- As per Decision 5 of 27 January 2015, the Swiss franc to euro rate increased by more than 80 per cent during 2008–2014.
vi Challenging CC decisions
A CC decision may be challenged by the parties before the Bucharest Court of Appeal within 30 days of its communication. fte Court of Appeal’s decision may in turn be reviewed by the High Court of Cassation and Justice. fte execution of a CC decision can be suspended by the Bucharest Court of Appeal only if a fee is paid in accordance with the Code of Fiscal Procedure (currently, the fee can amount up to 20 per cent of the fine established through the contested decision).
vii Authorisation fees
fte calculation of the authorisation fee level was changed in June 2011; its value varies from €10,000 to €25,000. fte levels depend on the target company’s turnover or the merging parties’ cumulative turnovers if a new full-function joint venture is created. For transactions where the target or the parties to the joint venture have a turnover exceeding €250 million, the authorisation fee is capped at €25,000, which will benefit large transactions.
viii Timing of the procedure
In theory, it should only take between two and three months for the CC to clear a merger raising no dominance concerns; in 2014, the CC generally cleared the economic concentrations in 1.8 months. Nevertheless, these time frames have been substantially exceeded in some cases. fte parties may often be able to accelerate the procedure by consulting with the CC prior to the filing, correctly preparing the notification form, promptly responding to the CC’s requests for information and being proactive in proposing solutions (reports, commitments, etc.) to alleviate the concerns of the case-handling team.
IV OTHER STRATEGIC CONSIDERATIONS
One of the amendments to the Competition Law that took place in August 2011 provided that the government can prohibit by decision – if proposed by the SCCD – mergers with potential impact on national security. Defence, infrastructure, energy or electronic communications have in the past been areas of concern for SCCD and might – at least theoretically – need such approval. fte CC instructions provide that even transactions below the de minimis threshold should be notified to SCCD. ftis new provision raised some confusion for market players as it does not provide further details as to the areas or size of the transactions that would be subject to this scrutiny, nor does it exclude any risk of regulatory overlap between the CC and the government.
fte CC has increased its level of expertise in the merger control process by undertaking complex assessments even in cases of economic concentrations with a less significant impact on the market.
fte CC continues its restrictive approach when assessing ancillary restraints to economic concentrations. fte CC seems determined to scrutinise strictly and block the provision of any non-compete clauses imposed on vendors, restrictions in licence agreements, non-disclosure undertakings ancillary to mergers and agreements that may be indicative of a restriction of competition. In its recent decisions, the CC has begun
to expressly mention that the parties involved in the economic concentration have to self-assess their ancillary restraints and that the authority will perform an assessment only if required to do so by the parties. ftis seems to imply that if not expressly required, the CC will not perform an assessment of the ancillary restraints, and thus the clearance decision will not cover these.27
While encouraging firms to request preliminary (informal) consultation before merger notification, the CC shows no leniency to gun jumping, with two substantial fines applied in 2011 to acquiring parties implementing mergers before due clearance. fte CC sanctioned one case of gun jumping in both 2012 and 2013. In 2014 and up to May 2015, the CC had not applied sanctions for gun-jumping practices, and in 2014 had started only one investigation for such practices on the media communication services market. fte small number of cases of gun jumping in the past few years may indicate that parties have become more cautious regarding the early implementation of mergers.
In 2014, the CC was subject to a peer review performed by the OECD. In the OECD’s report,28 it was suggested that notification thresholds could be reviewed.
V OUTLOOK AND CONCLUSIONS
Signs of market dynamism are being seen in several sectors, predominantly in the banking industry, energy sector, real estate and fast-moving consumer goods. ftis trend is expected to continue, with a special interest in agribusiness, medical services and IT. fte dynamism of the market will be ensured by investors reaching the end of their investment period and foreseeing their exit, which will imply the correlative entrance on the Romanian market of other investors or producers wishing to take over businesses existing on the market, while other actors will likely continue their expansion and consolidation of their position on the market. fte beginning of 2015 already saw one of the most significant transactions in several years, namely the takeover by CRH of the business of Lafarge in Romania29 as part of the divestment commitments undertaken towards the European Commission in the context of the global Holcim/Lafarge merger.
- See for example, Decision 12 of 25 March 2015 regarding the takeover by Dalli Production Romania of assets of Detergenti SA.
- See footnote
- Case COMP/M.7550 – CRH/Holcim Lafarge divestment business of 24 April 2015.
ABOUT THE AUTHORS
Carmen Peli is a founding member of PeliFilip. International league tables place Ms Peli as a top-tier competition lawyer in Romania. She has assisted clients in landmark cases in Romania, including the first investigations in the pharmaceutical and the telecommunications industries; the first investigation of an alleged collective dominance; Phase II merger control investigations; state aid issues in the context of privatisations; and vertical integration and unbundling in the energy sectors.
Recent work includes advising a worldwide IT company in an antitrust investigation; advising a leading international mobile communications operator in relation to two investigations; advising a leading pharmaceutical company in relation to investigations by the Competition Council; and advising various clients in relation to structuring of distribution and agency policies, sales, marketing and pricing policies, training, etc.
Ms Peli is a frequent speaker at seminars on Romanian and EU competition law matters, and is the author of numerous articles on Romanian and European antitrust and merger control law.
Manuela Lupeanu is a senior associate with PeliFilip and specialises in competition and commercial law. Her main areas of expertise include general EU and national antitrust advice on matters including vertical and horizontal agreements, cooperation between competitors in trading associations, assistance before the national competition authority in connection with investigations, national merger control procedures and state aid issues. Industries of particular interest include telecommunications, fast- moving consumer goods, energy, aviation and pharmaceuticals. Highlights of her career have included assisting in relation to competition authority investigations for leading
About the Authors
telecommunications operators, a local subsidiary of a European pharmaceutical producer and regional pharmaceutical distributors.
Ms Lupeanu is also involved in offering advice regarding M&A transactions and public procurement.
Mihaela Ciolan is an associate with PeliFilip whose primary practice areas are competition and commercial law. Since joining the PeliFilip team, she has been involved in offering EU and national advice on matters including vertical and horizontal arrangements, exchange of information, joint ventures, dominance, merger control procedures and state aid. She has also been involved in M&A transactions, multi-level marketing and public procurement projects. Sectors of particular interest include life science, fast- moving consumer goods, aviation and energy.
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