Advanced

EU Commitments in Pharmaceutical Mergers & Acquisitions - Merging Parties' Guidelines on the Notification of Complex Concentrations. Towards a Fairer System

Muíño Palomar, Cristina LU (2016) JAEM03 20161
Department of Law
Abstract
Commitments under the EU merger control have been used as the tool to balance the preservation of fierce competition in the single market and the positive impact of M&A activity both in Europe and worldwide. Infrequently, the complex competitive analysis of concentrations results in the finding of serious doubts as to the compatibility of the transaction with the common market. In order to solve the Commission’s concerns, it is for the notifying parties to submit acceptable commitments which entirely and effectively eliminate all impediments to competition. The adequacy of remedies and other aspects of the procedure influencing the negotiation of commitments, and the notification procedure of complex mergers in general, are of core... (More)
Commitments under the EU merger control have been used as the tool to balance the preservation of fierce competition in the single market and the positive impact of M&A activity both in Europe and worldwide. Infrequently, the complex competitive analysis of concentrations results in the finding of serious doubts as to the compatibility of the transaction with the common market. In order to solve the Commission’s concerns, it is for the notifying parties to submit acceptable commitments which entirely and effectively eliminate all impediments to competition. The adequacy of remedies and other aspects of the procedure influencing the negotiation of commitments, and the notification procedure of complex mergers in general, are of core relevance to precisely advise merging parties.

The present thesis clarifies the current practice of commitments in M&A, in particular, in the pharmaceutical sector, the most advisable strategies for merging entities on the preparation and during the notification procedure and lastly, this paper identifies practical problems and suggests potential improvements. The analysis firstly examines the regulatory framework of commitments and therefore Regulations, Guidelines and Notices are addressed. Secondly, the Commission’s approach and the study of its decisions, with great focus on the specificities of the pharmaceutical industry. Thirdly, the notifying parties’ perspective in relation to the difficulties or ease given by the Commission and the desirable enhancements. And finally, the examination of the law, the decisions and the approach of all players involved lead to the finding of some of the best practices for merging parties, together with potential developments for the upcoming years. (Less)
Please use this url to cite or link to this publication:
@misc{8886765,
  abstract     = {Commitments under the EU merger control have been used as the tool to balance the preservation of fierce competition in the single market and the positive impact of M&A activity both in Europe and worldwide. Infrequently, the complex competitive analysis of concentrations results in the finding of serious doubts as to the compatibility of the transaction with the common market. In order to solve the Commission’s concerns, it is for the notifying parties to submit acceptable commitments which entirely and effectively eliminate all impediments to competition. The adequacy of remedies and other aspects of the procedure influencing the negotiation of commitments, and the notification procedure of complex mergers in general, are of core relevance to precisely advise merging parties.

The present thesis clarifies the current practice of commitments in M&A, in particular, in the pharmaceutical sector, the most advisable strategies for merging entities on the preparation and during the notification procedure and lastly, this paper identifies practical problems and suggests potential improvements. The analysis firstly examines the regulatory framework of commitments and therefore Regulations, Guidelines and Notices are addressed. Secondly, the Commission’s approach and the study of its decisions, with great focus on the specificities of the pharmaceutical industry. Thirdly, the notifying parties’ perspective in relation to the difficulties or ease given by the Commission and the desirable enhancements. And finally, the examination of the law, the decisions and the approach of all players involved lead to the finding of some of the best practices for merging parties, together with potential developments for the upcoming years.},
  author       = {Muíño Palomar, Cristina},
  keyword      = {EU Merger Control. European Commission. Notifying parties. Notification Procedure. Complex concentrations. Competition concerns. Commitments. Divestiture. Negotiation of remedies. Business strategies. Pharmaceutical sector. Pharmaceutical Mergers & Acquisitions.},
  language     = {eng},
  note         = {Student Paper},
  title        = {EU Commitments in Pharmaceutical Mergers & Acquisitions - Merging Parties' Guidelines on the Notification of Complex Concentrations. Towards a Fairer System},
  year         = {2016},
}