Concentrations Definition

GLOSSARY

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What does Concentrations mean?

A merger with a European dimension (where one or more of the parties is active on a European market) may be subject to the EU merger control rules. If so, that merger must be cleared by the European Commission. A merger will need to be cleared by the Commission if it is a concentration. A concentration is where two independent companies merge, the acquisition of control by one (or more) company over another, where there is a change of control in the acquired company, or where a joint venture is formed.

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Solvency II—timeline (2007–2023) [Archived]

Solvency II—timeline (2007–2023) [Archived] ARCHIVED: This timeline is archived and is no longer maintained. For key developments relating to the EU’s Solvency II framework (Directive 2008/138/EC), see EU Solvency II—timeline. For key developments relating to the UK's Solvency II regime, see UK Solvency II—timeline. 2023 Date Source Document Description 20 December 2023 Official Journal REGULATION (EU) 2023/2859 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 13 December 2023 establishing a European single access point providing centralised access to publicly available information of relevance to financial services, capital markets and sustainabilityDIRECTIVE (EU) 2023/2864 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 13 December 2023 amending certain Directives as regards the establishment and functioning of the European single access point Regulation (EU) 2023/2859 establishing a European Single Access Point (ESAP) providing centralised access to publicly available information of relevance to financial services, capital markets and sustainability and Directive (EU) 2023/2864 amending certain Directives as regards the establishment and functioning of the ESAP was published in the Official Journal of the...

Capital Requirements Directive IV (CRD IV) and Capital Requirements Regulation (CRR)—timeline [Archived]

Capital Requirements Directive IV (CRD IV) and Capital Requirements Regulation (CRR)—timeline [Archived] Archived: This timeline has been archived. For developments from January 2024 onwards, see EU Capital Requirements Directive IV (CRD IV) and Capital Requirements Regulation (CRR)—timeline if they relate to EU CRD IV/CRR, or UK prudential regime for banks and designated investment firms—timeline if they relate to the UK prudential regime for banks and systemically important investment firms, For further guidance on EU CRD IV/CRR, see Practice Note: EU CRD IV package—essentials. For further guidance on the UK prudential regime for banks and systemically important investment firms, see Practice Note: The UK prudential regime for banks and designated investment firms. Date Source Documents Description 20 December 2023 European Banking Authority The EBA updates the guidelines on the specification and disclosure of systemic importance indicators The European Banking Authority (EBA) has published updated guidelines on the specification and disclosure of systemic importance indicators, which are applied by the largest institutions in the EU whose leverage ratio exposure measure exceeds...

A 'concentration' with an EU dimension

A ‘merger’ may fall within the EU merger rules and require notification to the European Commission (the Commission) if at least two parties to the transaction generate fairly substantial world and EU-wide revenues (combined and individual). In particular (and subject to certain narrowly construed exceptions), a transaction will need to be notified to and cleared by the Commission if: •it is a ‘concentration’ within the meaning of the EU Merger Regulation (EUMR)•the merger is permanent, and•it meets the financial thresholds set out.Where these conditions are met then, subject to certain narrowly construed exceptions, EU merger control rules will apply to the exclusion of the national merger rules of any European Economic Area (EEA) Member State.The EUMR defines a ‘concentration’ as follows:•where two independent undertakings merge—this includes arrangements where previously 'independent' undertakings set up a common management team, or a dual listing on a Stock Exchange•the acquisition of control by one (or more) undertaking over another (see below)•where there is a change of control in the acquired undertaking, or•where a joint...

International merger control developments—March/April 2020

International merger control developments—March/April 2020 Monthly round-up of international merger control developments for March/April 2020. This month has seen the entry into force of the new pre-merger control regime in Uruguay, confirmation of the new regime in Vietnam (which enters into force next month), the annual threshold revision in Italy, confirmation that the Canadian thresholds will not change this year; additionally, a large number of competition authorities are also taking action in relation to the coronavirus (COVID-19) outbreak that impacts merger control reviews. Coronavirus (COVID-19) Responses—impact on merger control reviews Competition authorities around the world are starting to announce measures that will impact merger control reviews. In order to keep track of these measures in this fast-moving and unprecedented situation, we have published a new document that summarises these developments. This is available here - MJ merger control–competition authorities and coronavirus (COVID-19) status [Archived]. Vietnam—amended merger control regime with new thresholds to enter into force next month The Implementing Decree providing details on the amendments to the competition law in...

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Joint venture shareholders’ agreement—deadlock (50:50)

Joint venture shareholders’ agreement—deadlock (50:50) This Agreement is made on [insert date] 20[insert year] Parties 1 [Insert name of first shareholder] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] ([A]), 2 [Insert name of second shareholder] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] ([B]), and 3 [Insert name of the company in which the shares are held] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Company). BACKGROUND (A) The Company, at the date of this Agreement, has in issue ordinary shares of £[insert nominal value] each, of which one ordinary share has been issued fully paid and is registered in the name of [A] and one ordinary share has been issued fully paid and is registered in the name of [B]. (B) The Company shall carry on business in accordance with the terms and conditions of this Agreement....

Share purchase agreement—pro-buyer—corporate seller—conditional—long form

Share purchase agreement—pro-buyer—corporate seller—conditional—long form This Agreement is made on [insert day and month] 20[insert year] Parties 1 [Insert name of selling corporate entity] incorporated in [England and Wales OR [insert country of incorporation] OR with registered number [insert company number] whose registered office is at [insert address] (the Seller); 2 [Insert name of purchasing corporate entity] incorporated in England and Wales OR [insert country of incorporation] OR with registered number [insert company number] whose registered office is at [insert address] (the Buyer), and 3 [Insert name of guarantor entity] incorporated in England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Guarantor) [(each of the Seller, the Buyer and the Guarantor being a Party and together the Seller, the Buyer and the Guarantor are the Parties).] Background (A) The Company (as defined below) is a private company limited by shares and is incorporated in [England and...

Dive into our 11 Precedents related to Concentrations

Prior to the implementation of Solvency II, where could I find the PRA's credit and market risk requirements that applied to insurers?

Prior to the implementation of Solvency II, where could I find the PRA's credit and market risk requirements that applied to insurers? Prior to the implementation of Solvency II, the Prudential Regulation Authority's (PRA) rules and guidance were contained in: • PRA SYSC 14 (risk management and associated systems and controls for insurers) (this set out high level requirements for credit risk) • PRA SYSC 15 (Credit risk management systems and controls for insurers), and • PRA SYSC 16 (Market risk management systems and controls for insurers) These chapters of the PRA Rulebook were deleted on 1 January 2016 (see: PRA Handbook (Solvency II Rulebook Consequentials) Instrument 2015), but you can view previous versions of the Rulebook on the PRA Rulebook website. The PRA is responsible for regulating this element of an insurer's business activities, as a failure to manage credit and market risks can threaten the PRA's statutory objectives of promoting safety and soundness in financial markets. Specifically in relation to insurers, the PRA seeks to...

When is a licence required for asbestos work?

When is a licence required for asbestos work? Approved code of practice The HSE Approved Code of Practice (ACOP) ‘Managing and working with asbestos’ L143 (Second Edition) dated December 2013, has special legal status and provides practical guidance on how to comply with the Control of Asbestos Regulations 2012, SI 2012/632. There are three different categories of asbestos work: • licensable work • notifiable non-licensed work (NNLW) • non-licensed work Work with asbestos This means any work which removes, repairs or disturbs asbestos, including ancillary work and supervision. Licensable work with asbestos The ACOP provides details of when work with asbestos should be done by a licensed asbestos contractor: • where worker exposure is not ‘sporadic and of low intensity’—concentration of asbestos in the atmosphere does not exceed 0.6 fibres per cubic centimetre (f/cm3) over a ten-minute period • where the risk assessment cannot clearly demonstrate that the control limit will not be exceeded—0.1 f/cm3 airborne fibres over a four-hour period • on asbestos coating—surface coatings which contain asbestos...

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Corporate Crime weekly highlights—12 December 2024

This week's edition of Corporate Crime weekly highlights includes analysis of the SFO’s call for compensation for whistleblowers in economic crime cases to aid their investigations. Also included is news of updated guidances from the FCDO and OFSI to reflect changes to OFSI enforcement powers, of the CMA consulting on draft consumer protection enforcement and unfair commercial practices guidances, of Spotlight on Corruption’s analysis of the NCA’s first Unexplained Wealth Order obtained last summer and of the SFO securing an additional 13-month prison sentence against already imprisoned Dr Gerald Martin Smith for obstructing the confiscation of his assets. All this, and more, in this week’s Corporate Crime highlights.

EU Competition law—daily round-up (08/11/2024)

A round-up of EU competition law developments, including (amongst other things) the latest EUMR developments.

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