(Source: European Commission)
The European Commission has launched today a public consultation inviting all interested parties to comment on the draft revised Merger Implementing Regulation (‘Implementing Regulation’) and the Notice on Simplified Procedure.
In August 2016, the Commission launched a thorough review process of the merger procedural and jurisdictional rules. The aim of this process is to target and simplify the Commission’s merger review process for cases that are unlikely to raise competition concerns which are treated under the simplified procedure, and to focus resources on the most complex and relevant cases. This process included an evaluation of the procedural and jurisdictional aspects of EU merger control rules and a public consultation on an Inception Impact Assessment.
Executive Vice-President Margrethe Vestager, in charge of competition policy, said: “Our initiative aims to further ease administrative burden on both businesses and the Commission and will allow us to focus resources on the mergers that merit a detailed investigation. We invite all parties to provide us with their comments on our draft revised rules, which will feed into the preparation of the new rules planned to enter into force in 2023.”
The proposed changes
As set out in more detail in the background note accompanying the Implementing Regulation and the Notice on Simplified Procedure, the proposed changes aim to:
- Expand and clarify the categories of cases that can be treated under the simplified procedure;
- Introduce refined safeguards so that the simplified procedure does not apply to cases that merit a more detailed review;
- Ensure effective and proportionate information gathering, by introducing a new notification form for simplified cases, in a “tick-the-box” format;
- Streamline the review of non-simplified cases by reducing and clarifying information requirements;
- Introduce electronic notifications and the possibility for the parties to submit certain documents electronically.
Interested parties are invited to submit their comments on the draft rules by 3 June 2022.
More information including on how to submit a contribution is available here.
Based on the evidence gathered during the impact assessment phase and the comments by the interested parties on the Implementing Regulation and the Notice on Simplified Procedure, the Commission will finalise the impact assessment and revise further the drafts published today. The Commission aims having new rules in place in 2023.
The Commission has the duty to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Article 1 of the EU Merger Regulation) and to prevent concentrations that would significantly impede effective competition in the European Economic Area or any substantial part of it. Over the years, the Commission sought to focus its investigations on those cases likely to have a significant impact on EU businesses and citizens. In 2000, the Commission introduced a simplified procedure for categories of concentrations that can normally be authorised if there are no special circumstances. Under the simplified procedure, notifying parties are required to provide less information and the review is normally completed faster.
In March 2021, the Commission finalised its evaluation of procedural and jurisdictional aspects of EU merger control (‘the evaluation’), covering among other things a review of the 2013 Simplification Package and overall streamlining of merger procedures. The evaluation showed that the 2013 Simplification Package has been effective in increasing the application of simplified procedures to unproblematic mergers and in reducing administrative burden for both businesses and the Commission, while ensuring effective enforcement of the merger rules. However, there might be cases that are typically unproblematic which are currently not captured by the simplified procedure, and in certain cases, information requirements may still be too extensive. At the same time, the evaluation pointed out that the current Notice on Simplified Procedure may not be clear enough in identifying the special circumstances in which cases that meet the requirements for simplified treatment nonetheless require a more detailed review.
The results of the evaluation therefore indicated that there is merit in considering further targeting of EU merger control by expanding, and clarifying, the scope of the Notice on Simplified Procedure and by revising the Implementing Regulation. The Commission therefore explored options for further targeting and simplifying its merger review, for both simplified and – where possible – non-simplified merger cases, without compromising effective merger enforcement.
On 26 March 2021, the Commission published its Inception Impact Assessment detailing the different options being considered to achieve these objectives. At the same time, the Commission launched a first Public Consultation on the options considered in the Inception Impact Assessment. Following the assessment of the feedback received during the first public consultation and further internal research, the Commission reviewed the Implementing Regulation and the Notice on Simplified Procedure and prepared the revised draft texts that are published today.
For More Information
See the dedicated webpage of DG Competition, which contains the draft revised Implementing Regulation and the Notice on Simplified Procedure, all contributions by interested parties submitted in the context of the evaluation and the inception impact assessment.