EU Law and Practice Contributed by: Porter Elliott, Catherine Gordley and Niharika Parshurampuria, Van Bael & Bellis
3. Procedure: Notification to Clearance 3.1 Deadlines for Notification There is no deadline by which to notify a transaction to the Commission. However, notification must be made (and clearance granted) before a transaction with an EU dimension can be implemented (see 2.12 Require- ment for Clearance Before Implementation ). 3.2 Type of Agreement Required Prior to Notification A notification may be made following the conclusion of a binding agreement. However, the EUMR also allows parties to notify a transaction if they can dem - onstrate a good faith intention to conclude a binding agreement – eg, through a letter of intent or memo - randum of understanding. Public bids may be notified once the parties have publicly announced an intention to make a bid. 3.3 Filing Fees There are no filing fees to notify a concentration to the Commission. 3.4 Parties Responsible for Filing In the case of an acquisition, the acquirer is solely responsible for notifying the transaction. Neither the seller nor the target is required to make a notifica - tion, although in practice both may co-operate with the acquirer to ensure that the acquirer can make a complete filing. Where the transaction involves the acquisition of joint control, all parties acquiring control are responsible for making the notification. In the case of a merger, both merging parties are
Completed Form COs are frequently longer than 100 pages and can easily eclipse 1,000 pages – exclud - ing annexes – in complex cases involving numerous markets. The process is front-loaded, requiring parties to submit detailed information regarding, for example: • the transaction and its rationale (including exten - sive internal documentation of the deal); • the corporate structure, turnover and activities of the parties; • the definitions of the relevant markets; • competitive overlaps and vertical relationships, including details of any affected markets (see 4.2 Markets Affected by a Transaction ); • contact details for market participants; • any merger-specific efficiencies; and • any co-operative effects resulting from a JV (where applicable). Even in Phase I cases (see 3.7 Review Process ), the Commission often requires parties to turn over huge volumes of internal documents concerning either the transaction or the markets at issue, from board pres - entations and minutes to emails of key individuals. Certain transactions may be notified under a sim - plified procedure using “Short Form CO” (see 3.10 Accelerated Procedure ), which is less burdensome to complete than the standard Form CO, although still hefty compared to the standard forms in many other jurisdictions. In recent years, the Commission has increasingly reviewed and approved deals under the simplified procedure, to the point that most deals now fall into this category. In 2025, just over 90% of transactions approved in Phase I were reviewed under the simplified procedure. Submission Commission notifications previously needed to be made in hard copy form, but the Commission started to accept electronic notifications during the COVID-19 pandemic. Since late 2023, the Commission’s default mechanism to accept notifications is electronically, through its “EU Send” platform (previously, “eTrus - tEx”). The Commission’s website provides further guidance on the required specifications for submis - sions.
responsible for filing the notification. 3.5 Information Included in a Filing Information Required
The notification must be made by completing the offi - cial notification form, “Form CO”, which is annexed to the Implementing Regulation. It is generally recognised that the amount of time and detail required to complete Form CO is unparal - leled by any other merger control regime worldwide.
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