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A shift in EU merger control policy and practice could affect deal certainty and create opportunities for complainants

April 26, 2021

The European Commission is expanding its control of mergers and acquisitions within the existing legal framework, allowing national authorities to refer a transaction they do not have jurisdiction over for review in Brussels.

While referrals from national authorities to the Commission have always been possible, the Commission would previously not take the case where the transaction was not subject to merger control approval by any national authority. The parties to a transaction could therefore safely complete a deal that was not subject to notification under the EU Merger Regulation or the merger control regimes in any of the member states. This is no longer necessarily the case. Following a shift in policy, the Commission is now prepared to scrutinise transactions that do not meet the thresholds for mandatory notification in any member state. To this effect, the Commission recently adopted new guidance on the application of the referral mechanism in the EU Merger Regulation (here). Soon after, the Commission decided to accept referral requests from a number of member states to assess the proposed acquisition of GRAIL by Illumina under the EU Merger Regulation (see here). In some situations, the national competition authorities are therefore now encouraged by the Commission to request a referral to the EU of deals that they are not competent to assess under their domestic rules, because the applicable thresholds are not fulfilled, and that are worth reviewing at the EU level. This shift in policy and practice is primarily intended to capture so called killer acquisitions - an acquisition of a maverick or future entrant that would eliminate an important competitive force - and other potentially anti-competitive mergers and acquisitions where the turnover of the parties involved do not adequately reflect their competitive importance. This risk must be taken into account in the planning of a deal and preparing the transaction agreements. For third parties that may be negatively affected, the shift creates further opportunities for complaints and intervention. 

Renewable energy – The Council agrees on a temporary emergency regulation

In the beginning of November, the European Commission put forward a proposal regarding a framework to accelerate the deployment of renewable energy, with the ambition to speed up the transition to green energy and reduce the EU’s dependency on Russian fossil fuels. In line with the conclusions of the European Council at the end of October, the European Commission considers that the ongoing energy crisis requires immediate action to transpose parts of the REPowerEU plan, and therefore proposes to adopt a Council Regulation using Article 122(1) of the Treaty of the Functioning of the European Union (TFEU) as legal basis.
December 06, 2022

REPowerEU – The European Parliament and the Council have assumed their standpoints

In May 2022, the Commission presented its proposal regarding REPowerEU. The purpose of the plan, which is based on the "Fit for 55" parcel , is to change Europe’s energy system by eliminating the EU’s dependency on Russian fossil fuels as well as to tackle the climate crisis. The European Parliament and the Council have now adopted their positions in order to incorporate the plan into the national recovery and resilience plans.
November 29, 2022

Vinge authors the Swedish contribution regarding tax disputes for The Legal 500

International companies run the risk of the erroneous management of tax issues when conducting operations in several jurisdictions. In such event, disputes can arise with the relevant tax authorities. The Legal 500 has now introduced a dedicated chapter on tax disputes in its comparative guide for the first time and Ulrika Bengtsson, advokat and counsel, has been selected to provide a clear picture of the Swedish tax litigation system.
November 09, 2022

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