On June 2, 2025, the Commission fined Delivery Hero and Glovo €329 million for a cartel in the online food delivery sector. During Delivery Hero’s non-controlling minority shareholding in Glovo from 2018 to 2022, the parties (1) agreed not to poach each other’s employees; (2) divided national markets among themselves, and (3) exchanged commercially sensitive information.[1]
Prior discussions about minority shareholdings in Europe have typically revolved around whether these constitute ‘control’, triggering merger control review. In contrast, this decision marks the first time the Commission has found anticompetitive collusion in the context of a minority shareholding. This is not the only first: the decision also marks the first time the Commission has fined labor market practices for breaching antitrust law. All-in-all, the decision shows the Commission is focused on enforcing “non-traditional” cartel conduct.[2]
Anticompetitive practices
In July 2018, Delivery Hero acquired a 15% minority shareholding in its competitor, Glovo. This transaction was not reportable as it did not confer control. The Commission has now concluded that the shareholding did enable anticompetitive coordination between Delivery Hero and Glovo through both (1) formal structures such as board-level access and voting rights; and (2) informal means of communication including exchanges of competitively sensitive information by executives.
The parties were found to have engaged in three types of anticompetitive conduct:
- Labor market cartel / no-poach agreement. The parties’ 2018 shareholding agreement included reciprocal no-hire clauses, which evolved into a broader informal understanding not to solicit each other’s employees. The Commission found that such arrangements unlawfully limited job mobility and hiring competition, amounting to a labor market cartel.[3]
- Exchange of commercially sensitive information. The parties exchanged extensive information on pricing, product characteristics, costs, distribution, capacity, and commercial strategies. This included Glovo’s confidential business plans which were received by Delivery Hero’s representative (who sat on Glovo’s board) and subsequently passed on to Delivery Hero’s senior management. Given Glovo’s privately held status, this information would not otherwise have been publicly available. The Commission found that the exchange served no legitimate investor purpose and eliminated strategic uncertainty between the rival firms.[4]
- Allocation of geographic markets. The parties agreed not to compete in the same geographic areas, instead allocating national markets for online food delivery in the EEA among themselves. The parties removed all pre-existing geographic overlaps between them, i.e., one party exited the market, and coordinated on which party should enter national markets where neither was present. This is a classic form of market sharing.
The Commission concluded that the cross-ownership between Delivery Hero and Glovo contributed to the progressive reduction of competitive constraints between them, resulting in alignment on commercial strategies. Accordingly, Delivery Hero’s misuse of its minority shareholding was found to have undermined Glovo’s competitive independence, in breach of EU antitrust laws.[5] The violation ended once Delivery Hero acquired full control over Glovo in July 2022 and antitrust laws ceased to apply.[6] The parties benefitted from a 10% fine reduction (as a part of the settlement procedure).[7]
Under established decisional practice, the Commission and national competition authorities are already taking into account the risks of collusion related to minority shareholdings in the context of merger control review.[8] In its review of an online food delivery transaction, the Spanish competition authority for example accepted a behavioral remedy to address concerns stemming from a minority shareholding that gave access to a rival’s sensitive information and could potential result in influence over its strategy.[9] Agencies may also probe whether Prosus’ shareholding in Delivery Hero raises similar concerns during their upcoming review of Prosus’ acquisition of Just Eat Takeaway. The Commission’s Delivery Hero/Glovo decision takes this reasoning one step further by examining the consequences of this collusion materializing in the context of a cartel investigation.
Implications for labor market enforcement
As previously reported, antitrust enforcement in labor markets is maturing and drawing increasing scrutiny from regulators.[10] While national competition authorities have issued policy papers and conducted investigations into labor market restrictions in recent years,[11] this marks the Commission’s first decision on the subject and places labor market conduct firmly on the enforcement map. This is in line with the Commission’s broader strategic focus to highlight the importance of protecting competition for talent and fair working conditions.[12]
Antitrust enforcement against labor market cartels is expected to continue to gain traction. Recent academic and regulatory analyses confirm that no-poach agreements, and other collusive hiring policies such as wage-fixing agreements, can restrict upstream labor market competition and reduce employee mobility. These practices can also have adverse competitive effects downstream, including potential wage suppression. In fact, market studies suggest that where companies jointly hold significant market power, the impact of no-poach clauses may be comparable to that of traditional market-sharing agreements.[13]
Key takeaways
This case sends a strong warning to investors that while owning a stake in a rival firm is not in itself illegal, it can raise serious antitrust risks. Without proper precautions, (information access) rights related to a non-controlling minority shareholding could exceed what is necessary for financial oversight and cross into the territory of anticompetitive coordination and information exchange. As such, investors should take note that:
- Antitrust rules continue to apply despite investment. Even where a company holds a non-controlling minority interest in a competitor, general antitrust rules continue to apply. As companies remain separate market participants, sharing competitively sensitive information remains strictly prohibited, regardless of the investment relationship. Companies investing in competitors should therefore put in place strict information barriers and governance protocols to prevent anticompetitive coordination and information exchange.
- Board representation requires precaution. Seats on the boards of competitors are not unlawful per se, but require precaution. Investors must ensure that strategic information received as part of a board seat is limited to legitimate financial oversight and not used for commercial coordination.
- All means of communication are relevant. The Commission relied heavily on informal communications (WhatsApp, emails, notes, etc.) to demonstrate intent and coordination between the parties. Businesses should ensure that both internal and external communications reflect compliant behavior, particularly when dealing with competitors, affiliates, or portfolio companies.
- Labor market coordination is firmly in enforcement focus. The Commission’s decision confirms that no-poach and wage-fixing agreements between competitors are now a clear enforcement priority. Companies should ensure transaction documents, commercial policies, and HR practices do not include, or give rise to, unlawful restraints on worker mobility, especially within concentrated markets.
[1] Commission Press Release IP/25/1356, “Commission fines Delivery Hero and Glovo €329 million for participation in online food delivery cartel,” June 2, 2025, available here (“EC Press Release”). The full decision is expected to be published at a later date.
[2] Executive Vice-President Ribera stated during a press conference, announcing the fine, that the “decision shows [the Commission’s] determination to take actions against all forms of cartels. It also shows [the Commission’s] willingness to have an active role in this consumer-facing sector.” See Statement by Executive Vice-President Ribera on the adoption of a cartel settlement decision against Delivery Hero and Glovo, June 2, 2025, available here.
[3] See EC Press Release.
[4] See EC Press Release.
[5] Executive Vice-President Ribera stated that “this is […] the first decision that shows how companies can misuse a small stake in a rival company for anti-competitive reasons.” See Statement by Executive Vice-President Ribera on the adoption of a cartel settlement decision against Delivery Hero and Glovo, June 2, 2025, available here.
[6] The Spanish Competition Authority (“CNMC”) cleared the acquisition in February 2022, noting that the parties did not overlap in Spain which, upon reflection, may be the result of their market allocation. The decision does not reference any concerns related to Delivery Hero’s prior non-controlling minority shareholding. See CNMC Press Release, “The CNMC authorizes the acquisition of Glovo by Delivery Hero,” February 28, 2022, available here.
[7] Ibid. In its public statement, Delivery Hero indicated that the ultimate fine was c.20% lower than anticipated including because the Commission “acknowledged a lower intensity of the issues investigated for some periods” which suggests that, other than the 10% fine reduction, the parties were successful in reducing the scope of the infringement as part of the settlement process; see also Delivery Hero Press Release, “Delivery Hero resolves European Commission investigation,” June 2, 2025, available here.
[8] Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of concentrations between undertakings, OJ 2004 C 31, February 5, 2004, para. 48, available here. See also Arla Foods/Allgauland (Case M.6348), Commission decision of November 7, 2011, para. 87 (noting that in assessing the potential effects of structural links, the Commission applies a cautious approach, working on the assumption that firms may cease competing and adopt a single commercial policy—even if a minority shareholding confers more limited control than a full acquisition); and Norddeutsche Affinerie/Cumerio (Case M.4781), Commission decision of January 23, 2008, paras. 183–192 (where the Commission considered that a structural link in the form of minority shareholdings held by A-TEC in both merging parties might “slightly increase the economic incentive to reach a common understanding to coordinate their business strategies,” but ultimately dismissed the risk of coordinated effects due to the presence of sufficient actual and potential competitors).
[9] In its review of Prosus (MIH)/Just Eat Takeaway, the CNMC considered that MIH’s then-significant minority shareholding (15-25%) in Delivery Hero, which itself held a material stake (~20%) in Glovo, raised competition concerns due to access to sensitive information and potential influence over strategy. To address these concerns, Prosus (MIH) committed to behavioral remedies, including not accessing confidential information of either Delivery Hero or Glovo and not influencing Glovo’s competitive conduct in overlapping markets. See CNMC, Case C/1072/19 – MIH Food Delivery Holdings / Just Eat, decision of December 5, 2019, available here.
[10] See Cleary Antitrust Watch Blog,“Turning Up the Heat: The Commission’s Interest in Labor Markets,” May 21, 2024, available here.
[11] In the last four years, multiple EU national competition authorities have issued various policy papers, guidance, and enforcement decisions focusing on anticompetitive conduct in labor markets, particularly with regards to no-poach and wage-fixing agreements. See Portuguese Competition Authority, “Labour Market Agreements and Competition Policy (2021),” available here and Portuguese Competition Authority, Press Release No. 06/2022 of April 29, 2022, available here. See also Lithuanian Competition Authority, “Guidance on Anti-Competitive Agreements in Labour Markets (2023),” available here and Belgian Competition Authority, “Note de priorités de l’Autorité belge de la Concurrence pour 2022,” available here (in French). See further French Competition Authority, Decision 17-D-20 of October 18, 2017, available here (in French) and French Competition Authority, Press Release of November 23, 2023, available here.
[12] See Commission, Directorate-General for Competition, Competition Policy Brief No. 2024-1, “Issue 2: Antitrust in Labour Markets,” May 3, 2024, available here.
[13] This, for instance, was acknowledged by the Hungarian Competition Authority, which found that members of the Association of Hungarian HR Consulting Agencies—who were prohibited from soliciting employees of other members and ex-employees—were supporting the market allocation pursued under the internal rules of the association. See Hungarian Competition Authority, Decision VJ/61/2017 of December 18, 2020, on the Association of Hungarian HR Consulting Agencies. See also Antoine Winckler & Ariane Lonmon, “Labor Market Guardian: How Can Antitrust Ensure Fair Competition on Labor Markets?”, Zeitschrift für Wettbewerbsrecht [ZWeR] 92, 2024 (in German).