French Competition Law provides a comprehensive review of the French rules relating to competition: restrictive agreements, commercial negotiation, abuses of a dominant position, procedure and merger control.

French Competition Law

Article L. 430-1 of the Commercial Code provides that a concentration shall be deemed to arise where:
1) two or more previously independent undertakings merge, or
2) when one or more person(s) already holding control of at least one undertaking or when one or more undertaking(s) acquire control of all or part of one or more other undertakings, directly or indirectly, whether by the acquisition of  …

Concept of concentration

Article L. 430-1 of the Commercial Code provides that a concentration shall be deemed to arise where:

1) two or more previously independent undertakings merge, or

2) when one or more person(s) already holding control of at least one undertaking or when one or more undertaking(s) acquire control of all or part of one or more other undertakings, directly or indirectly, whether by the acquisition of a holding in the capital or by purchasing assets, a contract or any other means.

This definition is identical to the one given in European law; in referring to the legal means, it picks out the most common types of concentration, i.e., those which affect a company's structure (mergers, takeovers, divisions) . The second aspect of the definition is more focused on the result of the concentration, i.e. the acquisition of “direct or indirect” control. The legal form of the acquisition is immaterial. It includes operations such as the partial acquisition of securities or assets, a lease management  and can even apply to more diluted forms of integration , for example, del credere arrangements, exclusive distribution agreement, integrated retail distribution networks, franchise agreements , sub-contracting agreements, changes of administrators, groupings of undertakings etc. It would appear that the “traditional” obligations of a franchise agreement are not capable of conferring decisive influence by a franchisor over a franchisee . The situation is different where the franchise agreement includes an acquisition of assets (business goodwill, stocks, premises) liable to give the franchisor control over the franchisee .

The concept of “control” is widely defined: it derives from the rights, contracts or other means which, either separately or in combination, confer the possibility of exercising decisive influence over an undertaking's operations (Art. L. 430-1(II)).

On the merger of independent companies, see Minister's letter of 21 October 2002, LawLex200300000581JBJ, considering that when institutions have adopted a joint commercial policy and constituted a genuine economic unit before the notified takeover, it is not a concentration; 9 August 2002, LawLex200200006180JBJ; Competition Authority decision No 09-DCC-16 of 22 June 2009, LawLex200900002251JBJ, classifying as a concentration the merger of the central bodies of the two independent banking institutions within a new central body; No 09-DCC-15 of 30 June 2009, LawLex200900002984JBJ, classifyin as an internal restructuring an operation by which two companies belonging to an autonomous entity as a result of a previous merger will each hold 50% of another company in the group; No 09-DCC-84 of 21 December 2009, LawLex201000000056JBJ, a de facto merger resulting from the creation of a structure coordinating the influential associations of two groups including the establishment of a joint management; No 10-DCC-52 of 2 June 2010, LawLex201000000992JBJ, merging of activities of previously independent undertakings within the same whole under lasting single economic management economic management; No 15-DCC-153 of 30 November 2015, LawLex201600000109JBJ; No 16-DCC-70 of 13 May 2016, LawLex201600001176JBJ.

Competition Authority decision No 10-DCC-04 of 14 January 2010, LawLex201000000160JBJ.

Competition Authority decision No 16-DCC-88 of 22 May 2016, LawLex201000001342JBJ: classifying as a concentration an operation consisting in the transfer of eight points of sale of a chain located in the Paris-Charles-de-Gaulle and Orly airports for the benefit of the purchaser, taking the form of the termination of the ongoing lease agreements and at the same time the entry into force of new trading authorizations for the exploitation of those points of sale.

On the issue of distribution agreements and merger control, see revised Merger Control Guidelines No 804 et seq.

See decisions M.890 of 26 June 1997, Blokkers/ Toys “R” Us, LawLex200200003752JBJ and No IV/ M. 940 of 9 July 1997, UBS/Mister Mint, LawLex200400002215JBJ.

Decision M.890 of 26 June 1997, Blokkers/ Toys “R” Us, cited above.

French Competition Law

534. Concept of concentration

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

534. Concept of concentration

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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au contenu exclusif Livv – juristes d’entreprise