Merger Control in the United Kingdom and European Union

by Celli, Riccardo; Grenfell, Michael

• ISBN13: 9789041106520
• ISBN10: 9041106529
• Format: Paperback
• Copyright: 1997-01-01
• Publisher: Kluwer Law Intl

Summary

Merger Control in the United Kingdom and European Union clearly and concisely sets out the rules and procedures governing mergers at both national and European Union (EU) levels. This how-to guide assists practitioners involved in mergers by identifying: whether a transaction will come under the UK or the EU system who needs to be notified when and how notifications need to be filed under the UK or the EU system the various stages of the process Because in this area policy--rather than merely legal rules--plays a central role, Merger Control in the United Kingdom and European Union also identifies the various strands and developments of merger policy in Whitehall and in Brussels. The book has been fully updated to take account of the new legislative and interpretative measures introduced by the European Commission in December 1994 on the application of the EC Merger Regulation, As well as the UK statutory instruments enacted in March 1996 to amend merger control and competition rules, and recent developments involving mergers in the privatised utilities. Also included in this single volume are the texts of the relevant UK and EU legislation. This guide will interest all businesses involved in or contemplating transactions which could come under the rules, As well as lawyers, bankers, accountants and other professional advisers, and policymakers and observers of this developing area of law and policy.

Table of Contents

Preface	ix
Part I---UK Merger Control
Introduction	1	(1)
Summary of the UK System	2	(2)
Mergers Subject to UK National Control	4	(10)
Is it a Merger Situation?	4	(5)
Does it Qualify for Investigation?	9	(2)
Is it outside EC Jurisdiction under the EC Merger Regulation?	11	(3)
The Institutions	14	(2)
The Secretary of State	15	(1)
The OFT	15	(1)
The MMC	15	(1)
UK Merger Policy	16	(18)
Legal Framework	17	(1)
Political Dimension	17	(2)
Assessing the Effects on Competition	19	(1)
Competition
Relevant Geographical Market	20	(2)
Relevant Product Market	22	(2)
Structure of the Market	24	(1)
Countervailing Buyers' Power	25	(1)
Barriers to Entry and Potential Competition	25	(1)
Vertical Integration	26	(2)
Other Factors
International Competitiveness of UK Companies	28	(1)
Deregulation	29	(1)
Employment Issues	29	(1)
Defense and Strategic Considerations	30	(1)
Foreign Ownership	31	(1)
State Ownership	32	(1)
Rival Bids	33	(1)
Procedure---Merger Reference or Clearance	34	(15)
The Secretary of State's Powers	34	(1)
The OFT's Role and Evaluation	35	(1)
Notification	35	(5)
The Decision	40	(2)
Offering Undertakings	42	(6)
Fees	48	(1)
Procedure---MMC Inquiry	49	(5)
Interim Orders	49	(2)
Laying aside the Reference	51	(1)
Conduct of the Inquiry	51	(2)
MMC Report	53	(1)
Procedure---Action following MMC Report	54	(1)
Penalties for False or Misleading Information	55	(1)
Special Sectors	56	(4)
Newspaper Mergers	56	(2)
Mergers in Regulated Industries	58	(2)
Other Relevant UK Laws	60	(6)
Restrictive Trade Practices Act 1976	60	(5)
Industry Act 1975	65	(1)
City Code on Takeovers and Mergers	65	(1)
Articles 85 and 86 of the EC Treaty	66	(1)
US Anti-Trust Rules	66	(5)
Part II---EC Merger Control
Introduction	71	(1)
Background to the Adoption of the Merger Regulation	72	(1)
Article 85	73	(3)
Article 86	76	(2)
EEA	78	(1)
Merger Regulation	79	(206)
Merger Regulation and Supporting Documents	79	(1)
Summary of the Main Features of the Merger Regulation	80	(1)
Scope of Application: Concentration	81	(18)
Scope of Application: ``Community Dimension''	99	(14)
Prior Notification	113	(4)
Suspension	117	(1)
Examination of Notification	118	(5)
Compatibility with the Common Market	123	(2)
Ancillary Restrictions	125	(1)
Commission Procedure	126	(6)
Powers of Member States	132	(4)
Articles 85 and 86	136	(1)
Reciprocity	137	(1)
Conclusion	138	(1)
Appendix A---UK Legislation
Fair Trading Act 1973 Merger Provisions	139	(33)
Appendix B---EC Legislation
Council Regulation (EEC) 4064/89 on the control of concentrations between undertakings	172	(24)
Commission Regulation (EEC) 3384/94 on the notification, time limits and hearings provided for in Council Regulation (EEC) 4064/89	196	(34)
Appendix C---Interpretative Notices
Commission Notice on the distinction between concentrative and cooperative joint ventures	230	(7)
Commission Notice on the notion of a concentration	237	(11)
Commission Notice on the notion of undertakings concerned	248	(13)
Commission Notice on calculation of turnover	261	(17)
Commission Notice regarding restrictions ancillary to concentrations	278	(7)
Index	285