New procedural rules came into force on January 1, 2014 for the control of European concentrations. The reform does not modify the system’s foundations but rather targets the implementing texts with the aim of speeding up the review of uncomplicated mergers, particularly by extending the scope of the so-called simplified procedure. After the expectations expressed by Commissioner Almunia, the simplified measures will reduce the administrative constraints and costs to be borne by the notifying undertakings.
The simplified procedure, which already existed under the former rules, allows the parties to notify a concentration using a short form and avoid having the Commission carry out a market study. In the reform, the market share thresholds for the simplified procedure have been increased from 25% to 30% for vertical relations between merging parties and from 15% to 20% for concentrations between competitors. The Commission also introduced a simplified procedure for concentrations resulting in a slight increase in market shares and for creations of joint undertakings doing very little business in the European Union. Other transactions also eligible for the simplified procedure are those which not involving competitors or undertakings present on vertically related markets and those comprising a transition from joint to exclusive control. Finally, a “super-simplified” procedure will apply to the creation of a joint venture which has no business activity in the European Union. The Commission anticipates a 10% increase in simplified procedures, namely 60-70% of the notified concentrations.
Increasing the scope of the simplified procedure is certainly welcome, knowing that the criteria for compulsory notification do not include the distinctive elements of cases which are complex in terms of competition. However, some scepticism is allowed as regards the predicted procedural savings and speeding up of the review periods. To demonstrate they are eligible for a simplified procedure, the parties will still have to describe all possible markets, even the most narrowly defined. They will be unable to bypass the pre-notification stage during which the parties obtain the Commission’s approval on the choice of the simplified procedure. This compulsory step will only be able to be avoided for the super-simplified procedure.