Merger control booklet

Schoenherr’s geographic footprint covers the entire CEE region. We have assisted an array of corporations in their business expansion in and into Central and Eastern Europe. This booklet draws upon our know-how in this region and provides an overview of the merger notification requirements under EU law and each of the 17 jurisdictions covered by the expertise of Schoenherr’s EU & Competition Practice Group.

To find the individual experts for your jurisdiction, please head to schoenherr.eu.

Introduction

What constitutes a merger?

Under EU law, a “merger” is generally defined as a lasting change of control by one undertaking over another undertaking. Such change of control could occur through:

• a merger between undertakings
• an acquisition of shares or assets
• granting certain contractual rights (e.g. voting rights)
• forming a full-function joint venture

National merger control regimes might deviate from the control concept. Such and other noteworthy national particularities are dealt with in the chapters below.

Jurisdictional thresholds

In all jurisdictions covered, the obligation to notify a merger is primarily linked to the combined and/or individual consolidated turnover of the undertakings concerned in their preceding financial year. Some jurisdictions apply additional tests that are linked to market share or transaction value.