The range of my services covers in particular the following aspects:
- Securing merger clearance from the Federal Cartel Office (Germany) and the European Commission, with a focus on private equity operations
- Solution-oriented analysis of antitrust risks of envisaged mergers and strategies on how to deal with such risks
- Assessment of multijurisdictional merger filing requirements
- Preparation and co-ordination of multijurisdictional merger filings
Under certain conditions and depending on the economic significance (jurisdictional thresholds), structural market changes through mergers, acquisitions and joint ventures are subject to clearance by the national competition authorities or the European Commission.
In the majority of cases, transactions caught by merger control do not impede effective competition and thus pass the substantive merger clearance test without difficulty, especially when financial investors are involved on the acquirer side. In such routine cases, it is still important to plan – in consultation with the transaction lawyers – the merger control procedure into the M&A process and to present the project in sufficient detail in the notification so as to avoid unnecessary procedural delays. To this end it should be clarified well before the signing in which jurisdictions merger clearance is required. This allows for merger filings to be prepared and coordinated at an early stage and for the merger control procedure to be initiated directly following signing.
I have successfully accompanied a large number of merger control proceedings before the German Federal Cartel Office (Bundeskartellamt), the French Autorité de la concurrence and the European Commission, particularly with regard to mid-cap transactions and private equity investments, and thus have the necessary routine to guarantee a smooth handling of the merger filing process. If multijurisdictional filings are required, I can usually call on local counsels who I personally know and appreciate from previous transactions.
Cases more complex as to their substantive assessment should be identified – also on the seller side – already in the planning phase and transaction risks should be assessed for different options. This may relate to the choice of potential acquirers, the perimeter of the transaction or considerations of possible commitments in later merger control proceedings. Here, too, I am in a position to offer legal advice, if necessary in cooperation with specialized advisors on competition economics.
Insofar as the time resources required for the assessment and implementation of competitively complex merger filings make the handling by a team of competition lawyers advisable, I will communicate this openly and, if requested, also assist in the selection of suitable law firms.