LPC Law Notes Private Acquisitions Notes
A collection of the best Mergers and Acquisitions* notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LPC samples from outstanding students with the highest results in England and carefully evaluating each on accuracy, formatting, logical structure, spelling/grammar, conciseness and "wow-factor".
In short, these are what we believe to be the strongest set of Mergers and Acquisitions notes available in the UK this year. This collection is f...
The following is a more accessible plain text extract of the PDF sample above, taken from our Private Acquisitions Notes. Due to the challenges of extracting text from PDFs, it will have odd formatting:
Mergers & Competition Commission
Merger Control
The merger control provisions of the EA 2002 apply to a transaction if it is
A relevant merger situation; and
It results, or may be expected to result, in a substantial lessening of competition
A takeover will constitute a ‘relevant merger situation’ if:
It is not caught by the EU Merger Regulation
EU Merger Regulation will apply if the merger constitutes a concentration with a Community dimension & merger will fall within the exclusive jurisdiction of the European Commission
Art 3 of EU Merger Regulation provides that a concentration can arise on
The merger of 2 or more independent undertakings or
The acquisition of direct or indirect control of the whole or part of an undertaking or undertakings
Art 1 provides that concentration will have a community dimension if it fulfils certain turnover criteria
Aggregate worldwide turnover of all parties exceeds 5,000million Euros and
The aggregate community-wide turnover of at least 2 of the parties exceeds 250 million Euros
ORThe aggregate worldwide turnover of all parties exceeds 2,500 million Euros
The aggregate Community-wide turnover of at least two of the parties exceeds 100 million Euros and
in at least three Member States the aggregate turnover of all parties exceeds 100 million Euros and the aggregate turnover of at least 2 of the parties exceeds 25 million Euros.
A concentration will not have a community dimension if each of the parties achieves more than 2/3 of its Community-wide turnover within the same Member State
If merger is caught by Regulation then parties must notify the European Commission before completion – merger cannot complete until it has been cleared
Phase I - From notification the Commission has 25 days to decide that:
It does not have jurisdiction because the merger does not fall within its scope
It will clear the transaction or it will investigate the transaction further
Phase II – period of investigation if the Commission decides to investigate further
Can last up to 90 working days
It can be extended by 20 working days at the request of the parties or the Commission
Automatically extended by 15 workings days where the parties offer remedies after the 54th day of the Phase II investigation
At the end the Commission can
Clear the takeover
Allow the takeover to proceed subject to certain conditions
Block the takeover
A Member State can intervene to request repatriation of a case if it can demonstrate to the Commission that a reference back to the natural authorities is necessary
To protect legitimate interests; or
Art 9 Because the merger threatens significantly to affect competition in a distinct market within that Member State
Two or more enterprises cease to be distinct
129(1) EA 2002 provides that an enterprise is the activities or part of the activities of a business. Business includes an undertaking carried on for gain or reward, or in the course of which goods or services are supplied otherwise than free of charge
At least 1 of the enterprises must be carried on in the UK – or under control of a body corporate incorporated in the UK
26 EA 2002 Enterprises cease to be distinct if either
They are brought under common ownership or control
Influential control = materially influence the policy of the offeree
De facto control = can control the policy of the offeree
Legal control = controlling interest in the offeree (more than 50% voting rights)
One of the enterprises ceases to be...
Buy the full version of these notes or essay plans and more in our Private Acquisitions Notes.
A collection of the best Mergers and Acquisitions* notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LPC samples from outstanding students with the highest results in England and carefully evaluating each on accuracy, formatting, logical structure, spelling/grammar, conciseness and "wow-factor".
In short, these are what we believe to be the strongest set of Mergers and Acquisitions notes available in the UK this year. This collection is f...
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