Mergers & Acquisitions

On July 15, 2022, China’s antitrust authority SAMR announced a three-year pilot program beginning August 1, 2022 to delegate the review of certain simplified-procedure merger filings that the agency currently handles on its own, to five of its local branches (“AMRs”) in Beijing, Shanghai, Guangdong, Chongqing, and Shaanxi.  Each of the five local AMRs will be responsible for a specific geographic area (“Territory”) within China.  This is the first step to implement China’s “categorized and classified” merger control review regime under the new Anti-Monopoly Law.[1]

In a significant judgment rendered on July 13, 2022 (“Judgment”), the EU’s General Court validated the position taken by the European Commission (“EC”) in a March 2021 Guidance Paper encouraging national competition authorities (“NCAs”) to use Article 22 of the EU Merger Regulation (“EUMR”) to refer transactions to the EC that do not meet national merger control thresholds, but which they believe may threaten to significantly affect competition within the EU.

The UK Government’s responses to its consultations on ‘Reforming competition and consumer policy’ (April 2022) and ‘A new pro-competitive regime for digital markets’ (May 2022) included three proposals to amend or add jurisdictional or reporting criteria for the UK merger control regime. These would give the Competition and Markets Authority (CMA) oversight of a wider range of mergers if implemented.

In a decision published on June 13, 2022, the ICA cleared the acquisition of 51% of the share capital of Press-Di Distribuzione Stampa e Multimedia S.r.l. (“Press-Di” or the “Target”) by Artoni Group S.p.A. (“Artoni”) and SHR S.r.l. (“SHR” and, jointly, the “Parties”). As a result, the Parties acquired joint control over the Target together with the seller Mondadori Media S.p.A. (the “Transaction”).[1]

On April 12, 2022, the French Competition Authority (“FCA”) fined Compagnie Financière Européenne de Prises de Participation (“COFEPP”) 7 million euros for two distinct but related infringements, namely failing to notify a merger transaction (failure to notify) and implementing said transaction before merger control approval had been obtained (so-called “gun-jumping”).

On February 23, 2022, the General Court dismissed UPS’ €1.7 billion claim for damages allegedly suffered due to the Commission’s prohibition of the proposed €5.2 billion merger between UPS and TNT Express (“TNT”). Although the General Court had previously annulled the Commission prohibition decision due to procedural deficiencies, it rejected UPS’ follow-on damages claim because UPS failed to demonstrate that it would have secured approval for the TNT transaction absent the procedural breach.[1]

On February 15, 2022, the Italian Competition Authority (the “ICA”) accepted the commitments proposed by Telecom Italia S.p.A. (“TIM”), Fastweb S.p.A. (“Fastweb”), FiberCop S.p.A. (“FiberCop”), Tiscali Italia S.p.A. (“Tiscali”), Teemo Bidco S.r.l. (“Teemo”) and KKR & Co. Inc. (“KKR” and, together with TIM, Fastweb, FiberCop, Tiscali and Teemo, the “Parties”) with respect to certain agreements concerning the creation of FiberCop and access to its infrastructure (the “Decision”).[1]