Global Competition Law is primarly a practitioner's guide presenting the most salient aspects of the major competition laws country by country, giving an overview of their structure and most charasteristic elements.
Global Competition Law also provides insight into possible future developments in the field.

Global Competition Law

According to Section IV.6 CDE, concentration refers to any change of control of an undertaking on a lasting basis, control of an undertaking being the possibility of exerting decisive influence on its activity.
Mergers, take-over bids and joint ventures come under the heading of business concentrations. According to Section IV.6, §, 2, a joint venture is considered a concentration where it perform …

Concept of concentration

The principal aim of the 2006 LPCE Act was the transposing of EC Regulation No 139/2004 into Belgian law. Since then, mergers have been  declared admissible provided that they do not result in a significant impediment to effective competition being created in the Belgian market or in a substantial part of that market, in particular through the creation or strengthening of a dominant position, which, like under EU law, no longer constitutes the sole criterion for authorization of the concentration. The LCPE also instituted a simplified procedure for the notification of concentrations. The Competition Act of 3 April 2013, which codified the Belgian competition rules in books IV and V of the new Belgian “Code de droit économique” has not significantly altered the provisions relative to merger control. 

The 28 february 2022 Act wich implements the ECN+ Directive into national law also contains provisions relatives to mergers. 

Context

According to Section IV.6 CDE, concentration refers to any change of control of an undertaking on a lasting basis, control of an undertaking being the possibility of exerting decisive influence on its activity.

Mergers, take-over bids and joint ventures come under the heading of business concentrations. According to Section IV.6, §, 2, a joint venture is considered a concentration where it performs on a lasting basis all the functions of an autonomous economic entity.

The provisions of the CDE governing concentrations apply to concentrations where certain turnover thresholds are met. Pursuant to Section IV.7, the aggregate turnover of the parties must exceed EUR 100 million and at least two of the undertakings must each have a turnover of EUR 40 million.

Thresholds

A concentration is deemed non-permissible when it does significantly impede effective competition in the Belgian market or in a substantial part thereof, in particular through the creation or strengthening of a dominant position (Section IV.9, § 4 CDE). In examining the admissibility of the concentration, the competition authority must take into account: “1º the need to maintain and develop effective competition in the national market having regard in particular to the structure of all the affected markets and the real or potential competition of undertakings located within or outside Belgium; 2º the position in the market of the undertakings concerned and their economic and financial power, the alternatives available to suppliers and users, their access to supplies or markets, any legal or other barriers to entry, supply and demand trends for the relevant goods and services, the interests of intermediate and ultimate consumers, and the development of technical and economic progress provided that it is to consumers' advantage and does form an obstacle to competition” (Section IV.9, § 2).

Where the creation of a joint venture constituting a concentration has as its object or effect the coordination of the competitive behavior of independent undertakings, such coordination is appraised in accordance with the criteria set out in Section IV.1 (on restrictive agreements), with a view to establishing whether or not the operation is permissible. For the purposes of that assessment, the following must be taken into account: “1º whether two or more parent companies retain to a significant extent, activities in the same market as that of the joint venture, or in a market which is downstream or upstream from that of the joint venture or in a neighboring market closely related to this market; 2º whether the coordination which is the direct consequence of the creation of the joint venture affords undertakings concerned the possibility of eliminating competition in respect of a substantial part of the products or services in question” (Section IV.9, § 5).

Global Competition Law

51. Concept of concentration

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Les notions juridiques connexes

51. Concept of concentration

Demandez un accès gratuit au contenu exclusif Livv – juristes d’entreprise

Les notions juridiques connexes

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise