EU merger control is a one-stop-shop, so a transaction that is notified to the European Commission need not be notified to any EU national antitrust authority.
Any transaction giving rise to an acquisition of “control” may qualify as a “concentration” under the EU merger rules and require notification if the jurisdictional thresholds are met. “Control” may be conferred not only by a majority shareholding, but also by acquisition of significant rights (such as the right to approve senior management or the target’s budget or business plan) by virtue of a shareholders agreement or even with no equity participation at all.
The establishment of a “full function” joint venture is treated as a “concentration” if the joint venture is controlled by two or more parties and has its own market presence. Since EU merger control thresholds can be satisfied by any two “undertakings concerned” by a transaction, including all controlling entities, joint ventures easily trigger EU merger filing requirements by virtue of their parents’ turnover.
A notifiable concentration can arise at any time, including through a restructuring of a transaction that was not originally notifiable.
A transaction that is not notifiable to the European Commission may still require notification to EU national authorities, and national merger control regimes differ significantly. A number of countries, such as Germany, apply a broader definition of notifiable transactions than the EU and/or very low turnover thresholds.