Private competition litigation can be an important complement to public enforcement in the achievement of compliance with the competition laws. For example, antitrust litigation has been a key component of the antitrust regime for decades in the United States. Private antitrust litigation is largely a work in progress in many parts of the world. Change occurs slowly in some jurisdictions, but clearly the direction is favourable to the recognition that private antitrust enforcement has a role to play.
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John Terzaken. This book brings together leading competition law experts from 28 jurisdictions to address an issue of growing importance to large corporations, their managers and their lawyers: the potential liability, both civil and criminal, that may arise from unlawful agreements with competitors as to price, markets or output. The broad message of the book is that this risk is growing steadily. The authors are from some of the most widely respected law firms in their jurisdictions. All have substantial experience with cartel investigations and many have served in senior positions in government.
Editor Theodore L Garrett. Environmental law is global in its reach.
Multinational companies make business plans based on the laws and regulations of the countries in which they are headquartered and have manufacturing facilities as well as the countries in which they distribute and sell their products. This book offers a review, by leading environmental lawyers, of significant environmental laws and issues in their respective countries around the world.
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The chapters in this book, which contain a wealth of learning about these significant developments around the world, will serve as a useful place to begin.
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Foreign investment continues to garner a great deal of attention. This trend is expected to continue as the global economy further integrates, the number of cross-border and international transactions keeps increasing, and national governments continue to regulate foreign investment in their jurisdictions to an unprecedented degree. This sixth edition of The Foreign Investment Regulation Review provides a comprehensive guide to laws, regulations, policies and practices governing foreign investment in key international jurisdictions.
Toggle navigation. Business-focused legal analysis and insight in the most significant jurisdictions worldwide Interested in contributing? The Merger Control Review Edition The Professional Negligence Law Review Edition 2 Editor Nicholas Bird Reynolds Porter Chamberlain This second edition provides an indispensable overview of the law and practice of professional liability and regulation in 15 jurisdictions. The Intellectual Property and Antitrust Review Edition 4 Editor Thomas Vinje Clifford Chance LLP Intellectual property practitioners need to look beyond intellectual property laws themselves to understand the antitrust limits on the free exercise of rights.
The Banking Regulation Review Edition 10 Editor Jan Putnis Slaughter and May Banking regulation continues to confound the idea that views about how banks should be regulated will eventually settle down to an orthodoxy broadly accepted throughout the world. Customer Service. Currencies: HKD.
You have no items in your shopping cart. Order tracking. Search again here by Google! Compare Books. You have no items to compare. Sign Up for Newsletter:. Author: Maher M. These thresholds for notifying the ACM of a merger are significantly lower than the normal thresholds see question 2. Hence, it has to be established whether the parties involved intend to come to a concentration. Article 27 1 of the Act stipulates that the following situations amount to a concentration:. Article 28 1 of the Act lists three categories of transactions that do not amount to a concentration:. The definition of a concentration under Article 27 1 b of the Act departs from the acquisition or change of control, regardless of the form in which it takes place.
Hence, if the acquisition of a minority shareholding entails a change of control in the other undertaking, that acquisition will amount to a concentration. The establishment of a full-function joint venture is defined as a concentration in the sense of Article 27 1 b of the Act.
This means that proposals that do not establish a joint undertaking that performs all functions of an autonomous economic entity do not amount to a merger, and are not subject to merger control. However, such agreements can be subjected to general cartel law scrutiny under Article 6 1 of the Act. Article 29 of the Act stipulates the following cumulative criteria for a concentration to be caught by the Dutch merger regime:. The calculation method for the turnover is stated in Article 30 1 of the Act, in conjunction with Article 6 of the Dutch Civil Code. Turnover is the net result achieved by the supply of goods or services of the undertaking; hence, minus cuts, and after tax.
Article 30 2 of the Act states that, in case of a concentration through an acquisition of control over parts of one or more undertakings, account is only taken of the turnover realised by the parts that are subjects of the transaction. Since , specific turnover thresholds apply to mergers in the healthcare sector. Thus, for mergers in the healthcare sector, the following cumulative criteria have to be met:.
As for the healthcare sector, it should be mentioned that the NZa must be notified of a concentration, prior to the notification of the ACM, if a merger involves a healthcare provider that provides healthcare to 50 or more persons. The NZa applies only a procedural test, in the sense that it assesses, among others things, whether the merging parties have taken due account of the consequences for patients and employees, the financial consequences, the risks and the interests of stakeholders. The transaction cannot be implemented until the NZa has decided to give clearance to the proposed concentration.
If notification of the ACM is required if the specific turnover thresholds are exceeded , this notification may be done only after clearance by the NZa.
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In that case, the concentration cannot be implemented until the ACM has also provided clearance. An amendment of the law is expected, however, transferring the test is applied by the NZa to the ACM. It is not known at this moment when this transfer will take place. Different criteria apply to insurance companies, premium pension institutions, and pension funds. For the first two, according to Article 31 2 of the Act, the cumulative criteria are as follows:.
For pension funds, Article 29 4 of the Act requires the aggregated amount of gross premiums booked over the past year as well, but stipulates higher amounts. Hence, for pension funds, the following cumulative criteria have to be met:. Dutch merger control legislation applies to each proposed concentration by undertakings which fulfils the criteria as listed under questions 2. Potential substantive overlap will be assessed by the ACM after notification, during the notification phase or the licence phase.
Transactions concluded outside the Dutch jurisdiction can effectuate Dutch merger control, when the criteria as described under questions 2. These criteria do not concern the location of the transaction, but the turnover or amount of received premiums, worldwide and in the Netherlands. At the national level, no overriding clauses exist under merger control law that can set aside the jurisdictional thresholds. Whereas Article 5 2 of the EUMR describes a two-year period to be taken into account for any type of transaction, the Dutch legislature entitled the ACM to decide this on a case-by-case basis.
Therefore, all transactions over a period to be determined by the ACM, as implemented by the undertakings, will be combined and considered as one concentration. Article 34 1 of the Act prohibits companies from implementing a concentration prior to receiving approval of the ACM. Therefore, notification is mandatory. Furthermore, for concentrations in the healthcare sector, Article 34 2 of the Act requires prior approval by the NZa see above. There is no deadline for submitting a notification, as long as a notification is filed prior to the implementation of the merger. Mergers between entities which cannot be considered undertakings, i.
In those cases, however, other legislation might still apply; see, for example, question 1. Furthermore, the three categories of transactions mentioned in Article 28 1 of the Act are not considered concentrations, and do not require clearance under the Dutch merger control regime see also question 2. Are there any formal sanctions? In the case that a merger meets the jurisdictional threshold and has been implemented and the ACM has not been notified, the ACM is entitled to sanction the company or companies that are obliged to notify. The same holds in cases where the ACM has been notified of a merger but it has been implemented before receiving clearance.
In addition, the ACM can also impose an order subject to a penalty on the undertaking s concerned. Carving out the completion of a merger in the Dutch jurisdiction is not possible. If the merger falls within the Dutch merger jurisdiction, notification has to be filed before completion, and the company or companies have to await approval before proceeding with completion.
Under Dutch merger control, two formal phases can be distinguished: the notification phase first phase ; and the licence phase second phase. If a merger is cleared in the first phase, the parties may implement the transaction. In the case that clearance is not obtained in this phase, the ACM will require the parties to request a licence. Only if they obtain a licence may they implement the transaction. The ACM must be notified of any concentration that meets the thresholds, and this must be cleared prior to implementation.
The Act does not state the moment at which a notification has to be filed. In order to file a notification in the first phase, a concrete intention to engage in a transaction is necessary. A letter of intent or any other document representing that intention is sufficient. If a licence is required, the parties must submit a separate notification. Before submitting a notification of a transaction in the first phase, the parties involved may discuss their transaction with the ACM in so-called informal pre-notification meetings. In its Rules of play mentioned in question 1.
The parties also decide the moment at which to engage in the pre-notification meetings.