The European Commission’s Article 22 Policy: A New EU Approach to Non-Notifiable Deals

MLex and Orrick invite you to join an online panel on the European Commission’s new policy under Article 22 of the EU Merger Regulation setting out how non-notifiable transactions in innovation-driven sectors such as tech and pharma may face EU-level merger review.

Guillaume Loriot, Director, DG Comp, will outline the Commission’s new communication in discussion with Douglas Lahnborg, Partner, Orrick, Herrington & Sutcliffe, and Angélique de Brousse, Senior Legal Counsel, Johnson & Johnson. The panel will be moderated by Lewis Crofts, Editor in Chief, MLex.

Background

On 26 March, the Commission published a communication on Article 22 of the EU Merger Regulation, setting out new guidance on how it will handle transactions that would usually evade merger control review as they fell below the turnover-based jurisdictional thresholds.

The changes aim at encouraging EU Member States to refer more transactions to the Commission even where the transactions do not meet the national merger control thresholds. This could expand EU jurisdiction over transactions involving start-ups, nascent competitors and innovative companies, such as in digital, pharmaceutical and biotechnology. The new policy is likely to result in non-notifiable transactions being notified voluntarily to the Commission or national competition authorities of the Member States. The communication also states that the Commission may investigate transactions which have completed, a risk which will need to be assessed and addressed in transaction agreements.