De facto control in EU merger control lawClick here to read the full article online
The Commission’s 2008 Consolidated Jurisdictional Notice addresses the concept of de facto control only superficially. In practice, the notion of de facto control raises many questions. Based on an analysis of the Commission’s decisional practice, this article aims to lay out the analytical grid used by the Commission to determine the existence of de facto control. The acquisition of a majority of voting rights at general meetings, the existence of common interests between minority shareholders or the ability to take advantage of a situation of economic dependence are all situations which are considered by the Commission to give rise to de facto control. The article sets out the Commission’s analysis for each situation and gives relevant insights to practitioners.