On February 13, 2024, the European Commission approved the acquisition of Asiana Airlines by Korean Air Lines (“Korean Air”),[1] following an in-depth Phase II probe and extensive remedy discussions. 


In November 2020, Korean Air, South Korea’s largest airline (by fleet size), announced the acquisition of Asiana, the second largest South Korean airline, which had come under increasing financial pressure in the wake of the COVID-19 pandemic.  Korean Air formally notified the transaction to the Commission on January 13, 2023.  During Phase I, the Commission identified overlaps on the markets for: (i) passenger transport routes between Seoul and Barcelona, Paris, Frankfurt, and Rome; and (ii) cargo transport routes between (all of) Europe and South Korea.  On February 17, 2023, and after the parties decided not to propose commitments, the Commission opened an in-depth investigation into the transaction which eventually resulted in an official statement of objections on May 12, 2023.[2]  Over the following months, the Commission and the airlines engaged in remedy discussions.  On June 23, 2023, the Commission ‘stopped the clock’ on the proceedings, giving Korean Air and Asiana more time to prepare a remedy proposal.[3]  The proceedings only resumed in November, when Asiana’s shareholders approved a comprehensive remedy proposal.[4]


In February, over three years after the initial announcement of the deal, the Commission cleared the merger subject to two conditions. Firstly, Korean Air will divest Asiana’s worldwide cargo business. Secondly, Korean Air will grant its competitor T’Way all necessary assets (including slots and traffic rights) to enable it to start flight operations on the four routes on which the Commission identified competition concerns.[5] Interestingly, the remedy proposal also included the commitment for Korean Air not to close the transaction until T’Way, as remedy taker, has started operations on all four South Korea to Europe routes, in respect of which the Commission identified overlaps.

Key takeaways

Although the Commission traditionally has a strong preference for fix-it-first remedies, the requirement to postpone the completion of the merger until a remedy has been implemented adds an extra layer of complexity to EU merger control processes.

In the airline sector, the decision reflects the Commission’s growing scepticism with regard to slot remedies.[6]  Until recently, slot transfer remedies were considered standard commitments in airline cases.[7]  With growing difficulties of implementing slot remedies—and finding suitable remedy (slot) takers—this decision suggests that the Commission increasingly demands guarantees that the identified competition concerns are effectively remedied on the routes concerned.[8]  Other major European airlines, and in particular Lufthansa and British Airways’ parent IAG, who are currently subject to an in-depth probe for their acquisitions of ITA Airways and Air Europa respectively, will take note of this development as they engage in remedy discussions with the Commission.[9]  

[1]              Commission Press Release IP/24/761, “Commission approves the acquisition of Asiana by Korean Air, subject to conditions,” February 13, 2024.

[2]              Commission Press Release IP/23/2726, “Mergers: Commission sends Korean Air Statement of Objections over proposed acquisition of Asiana,” May 17, 2023.  

[3]              See Korean Air Lines/Asiana Airlines (Case COMP/M.10149), available here, and Natalie McNelis and Nicholas Hirst, “Korean Air gets reprieve in EU review of Asiana deal,” MLex, June 28, 2023, available here.

[4]              See MLex, “Korean Air submits remedy package to EU for acquisition of Asiana Airlines,” November 2, 2023, available here.

[5]              See supra fn 1.

[6]              See, e.g.,Lewis Crofts, “Slot remedies in airline mergers only work in ‘very specific circumstances,’ EU’s Vestager says,” MLex, February 29, 2024, available here.

[7]              See, e.g.,US Airways/American Airlines (Case COMP/M.6607), Commission decision of August 5, 2013; Air France/KLM (Case COMP/M.3280), Commission decision of February 2, 2004; Lufthansa/Swiss (Case COMP/M.3770), Commission decision of July 4, 2005; IAG/Aer Lingus (Case COMP/M.7541), Commission decision of July 14, 2015; and Lufthansa/Austrian Airlines (Case COMP/M.5440), Commission decision of August 28, 2009.

[8]              See Javier Espinoza and Philip Georgiadis, “EU to tighten rules on airline mergers,”, Financial Times, October 17, 2023, available here, and  EU Travel Tech Blog, “Time to walk away from the slot machine – the EU’s changing perspective on airline merger remedies,” February 21, 2024, available here.

[9]              See Deutsche Lufthansa/MEF/ITA (Case COMP/M.11071), available here, and IAG/Air Europa (Case COMP/M.11109), available here. See also Natalie McNelis, “Comment: IAG’s early remedy offer to EU regulator bodes well for its Air Europa hopes,” MLex, February 27, 2024, available here.