Canon/Toshiba: The Death of the Two-Step?

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The European Commission has published the full text of its decision to impose a €28 million fine (actually two €14 million fines) on Canon for breaching the standstill and notification obligations under EU merger control rules. The EC found that Canon partially implemented the transaction to acquire Toshiba’s medical equipment business (TMSC) before obtaining EC clearance. The decision has been eagerly awaited by practitioners for insights on the elements of the transaction structure used, which were considered objectionable, in particular as concerns two-step deals and pre-payment of consideration.