European Competition Law provides a wide-ranging review of the European rules relating to competition: restrictive agreements, abuse of a dominant position, impact of intellectual property rights, procedure, merger control, State aid.

European Competition Law

The Jurisdictional Notice lists several means of control . An undertaking's decisive influence on another may therefore be exercised by acquisition of shares , of assets  or by contract . In order to confer control, the contract must lead to a similar control of the management and the resources as in the case of acquisition of shares or assets and must be characterized by a very long duration (wit …

Means of control

The Jurisdictional Notice lists several means of control . An undertaking's decisive influence on another may therefore be exercised by acquisition of shares , of assets  or by contract . In order to confer control, the contract must lead to a similar control of the management and the resources as in the case of acquisition of shares or assets and must be characterized by a very long duration (without any possibility of early termination for the party granting the contractual rights) . This is not the case of the franchise agreement which does not give the franchisor control over the franchisee's assets, since the relationship of dependence typical of a franchise agreement alone is not sufficient to establish any control . By contrast, the transaction by which an undertaking takes over all the assets, leases, fixtures and inventory, personnel, use of brand name, which make up the business of another undertaking in a Member State, constitutes a concentration although the purchaser operates the stores as a franchisee, insofar as being a franchisee does not prevent it from retaining control of the business and determining its course, in particular in selecting the products, determining the sales prices and making changes to the concept .

Commission Jurisdictional Notice under Council Regulation No 139/2004 on the control of concentrations between undertakings, at pts 16 et seq.

Commission Decision M.258 of 25 September 1992, CCIE/GTE, LawLex200400003162JBJ: a transaction by which an undertaking acquires 19% of the voting rights in another undertaking however confers it control over that undertaking where the other shareholder has delegated its management power to the purchaser's parent company; M.422 of 15 March 1994, Unilever France/Ortiz Miko (II) (not available in English): the acquisition of 75.87% of shares in an operator is classified as a concentration by acquisition of exclusive control.

Commission Decision M.286 of 2 April 1993, Zürich/MMI, LawLex200400003152JBJ: the acquisition by an insurance company of part of the assets of another insurance company, without the transaction leading to the disappearance of the latter, which will still exercise the activities not included in the sale, constitutes a concentration; M.409 of 9 March 1994, ABB/Renault Automation, LawLex200400003148JBJ: the acquisition of the assets of an undertaking's division by another undertaking constitute a concentration; M.497 of 14 October 1994, Matra Marconi Space/Satcomms, LawLex200500004152JBJ; Case T-279/04 Editions Odile Jacob SAS, Judgment of 13 September 2010, not available in English, holding that prior acquisition of the target assets by a financial institution before their resale to the purchaser does not confer on the latter the possibility to exercise a decisive influence, where it does not hold rights of ownership or enjoyment on all or part of these assets within the meaning of Article 3(3)(a), of the Regulation on the control of concentrations or rights allowing it to influence the composition, deliberations or decisions of the managment bodies of the target undertakings within the meaning of Article 3(3)(b) and stating that a third party repurchasing or "portage" operation of the target assets in question does not constitute a concentration, but an acquisition by a financial institution of holdings in a company with a view to their resale within the meaning of Article 3(5)(a) of Regulation 139/2004, not subject to the authorization of the Commission.

Commission Decision M.890 of 26 June 1997, Blokker/Toys 'R' Us, LawLex200400002569JBJ.

Jurisdictional Notice No 2008/C 95/01 of 10 July 2007, at pt 18. This is the case of organizational contracts under national company law or agreements for the lease of business.

Commission Decision M.940 of 9 July 1997, UBS/Mister Minit, LawLex200400003149JBJ.

European Competition Law

294. Means of control

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

294. Means of control

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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