Merger control
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To gain market share, improve visibility or develop new operations, companies may turn to external growth transactions (mergers, acquisitions, etc.) or create joint ventures.
If these projects exceed set turnover or market share thresholds, they may be subject to merger control procedures to prevent distorting competition on relevant markets (creating a monopoly, duopoly, dominant position, abusing a dominant position, etc.):
Magenta is well-versed in European and national rules on merger control and assists clients at all stages of M&A transactions and creation of joint ventures, in particular by:
- Examining whether the transaction may be subject to merger control and, if so, before which jurisdictions. In addition to examinations conducted by the French Competition Authority or the European Commission, Magenta can call on its local correspondent network to determine whether the transaction needs to be notified to a foreign competition authority;
- Advising clients in negotiating corporate documents:
- Drafting conditions precedent to completion of the transaction on obtaining authorisation from the competition authorities;
- Verifying clauses governing the interim period under merger law;
- Controlling strategic information-sharing before obtaining the authorisation decision (anonymising information, setting up a data room, non-disclosure agreements, clean team agreements, etc.).
If necessary, preparing the notification, filing and monitoring before the decision is taken by the competition authority(ies):
- Collecting information (by avoiding any sensitive information-sharing between the parties);
- Analysing the impact of the transaction on markets and competition;
- Dealings with the competition authorities (prior notification, filing notification, responding to questions and information requests);
- If any serious competition concerns are raised, identifying commitments that may be proposed;
If necessary, Magenta can call on an economic consulting firm to provide support with the proposed market definitions.
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