The Killer That Got Away? EU Competition Law and the Challenge of Killer Acquisitions in Pharma and Medtech
(2025) HARH13 20251Department of Business Law
- Abstract
- Killer acquisitions refer to a strategic subset of mergers and acquisitions (M&A) in which dominant firms acquire innovative start-ups to eliminate potential future competition. These transactions have become increasingly prevalent in the pharmaceutical and medical technology sectors, where start-ups often possess valuable innovation assets despite generating little or no current turnover. Consequently, such acquisitions frequently fall below the jurisdictional thresholds of the European Union Merger Regulation (EUMR) and escape ex-ante scrutiny. This enforcement gap undermines the objectives of EU competition law and poses long-term risks to both innovation and consumer welfare.
Against this background, this thesis examines whether the... (More) - Killer acquisitions refer to a strategic subset of mergers and acquisitions (M&A) in which dominant firms acquire innovative start-ups to eliminate potential future competition. These transactions have become increasingly prevalent in the pharmaceutical and medical technology sectors, where start-ups often possess valuable innovation assets despite generating little or no current turnover. Consequently, such acquisitions frequently fall below the jurisdictional thresholds of the European Union Merger Regulation (EUMR) and escape ex-ante scrutiny. This enforcement gap undermines the objectives of EU competition law and poses long-term risks to both innovation and consumer welfare.
Against this background, this thesis examines whether the existing framework of EU competition law adequately addresses killer acquisitions in innovation-driven sectors. The analysis focuses on the European Union Merger Regulation (EUMR) and Article 102 of the Treaty on the Functioning of the European Union (TFEU), with a particular emphasis on the pharmaceutical and medical technology industries. To this end, the study employs a legal-dogmatic method, systematically interpreting binding EU legal sources under the doctrinal hierarchy of norms. These sources include primary law, secondary legislation, case law, and Commission decisions. In particular, the analysis focuses on key cases, most notably Illumina/Grail and Towercast, which illustrate the structural and doctrinal limitations of the current enforcement framework in addressing and remedying killer acquisitions. Specifically, the EUMR’s jurisdictional thresholds often fail to capture strategically harmful acquisitions involving low-revenue targets. While Article 102 TFEU may be applied ex-post, its effectiveness is constrained by procedural complexity and demanding evidentiary burdens. Furthermore, although the Commission has recognised innovation as a competition parameter in its guidance and enforcement practice, this recognition is rooted in soft law and lacks binding legal force.
As a result, the current EU competition law framework remains insufficient to address killer acquisitions effectively. In response, this thesis proposes three legal reforms: (1) the introduction of value-based jurisdictional thresholds, (2) the establishment of innovation-based triggers for merger review, and (3) the application of rebuttable presumptions to acquisitions by dominant firms. Together, these measures aim to improve legal certainty, enhance the effectiveness of EU competition law, and better align enforcement with the specific risks posed by killer acquisitions in the pharmaceutical and medical technology sectors. (Less)
Please use this url to cite or link to this publication:
http://lup.lub.lu.se/student-papers/record/9196067
- author
- Boström Andersson, Astrid LU
- supervisor
- organization
- course
- HARH13 20251
- year
- 2025
- type
- M2 - Bachelor Degree
- subject
- keywords
- EU Competition Law, Killer Acquisitions, EU Merger Regulation (EUMR), Article 102 TFEU, Innovation Harm, Pharmaceutical sector, Medical technology
- language
- English
- id
- 9196067
- date added to LUP
- 2025-10-08 09:13:39
- date last changed
- 2025-10-08 09:13:39
@misc{9196067,
abstract = {{Killer acquisitions refer to a strategic subset of mergers and acquisitions (M&A) in which dominant firms acquire innovative start-ups to eliminate potential future competition. These transactions have become increasingly prevalent in the pharmaceutical and medical technology sectors, where start-ups often possess valuable innovation assets despite generating little or no current turnover. Consequently, such acquisitions frequently fall below the jurisdictional thresholds of the European Union Merger Regulation (EUMR) and escape ex-ante scrutiny. This enforcement gap undermines the objectives of EU competition law and poses long-term risks to both innovation and consumer welfare.
Against this background, this thesis examines whether the existing framework of EU competition law adequately addresses killer acquisitions in innovation-driven sectors. The analysis focuses on the European Union Merger Regulation (EUMR) and Article 102 of the Treaty on the Functioning of the European Union (TFEU), with a particular emphasis on the pharmaceutical and medical technology industries. To this end, the study employs a legal-dogmatic method, systematically interpreting binding EU legal sources under the doctrinal hierarchy of norms. These sources include primary law, secondary legislation, case law, and Commission decisions. In particular, the analysis focuses on key cases, most notably Illumina/Grail and Towercast, which illustrate the structural and doctrinal limitations of the current enforcement framework in addressing and remedying killer acquisitions. Specifically, the EUMR’s jurisdictional thresholds often fail to capture strategically harmful acquisitions involving low-revenue targets. While Article 102 TFEU may be applied ex-post, its effectiveness is constrained by procedural complexity and demanding evidentiary burdens. Furthermore, although the Commission has recognised innovation as a competition parameter in its guidance and enforcement practice, this recognition is rooted in soft law and lacks binding legal force.
As a result, the current EU competition law framework remains insufficient to address killer acquisitions effectively. In response, this thesis proposes three legal reforms: (1) the introduction of value-based jurisdictional thresholds, (2) the establishment of innovation-based triggers for merger review, and (3) the application of rebuttable presumptions to acquisitions by dominant firms. Together, these measures aim to improve legal certainty, enhance the effectiveness of EU competition law, and better align enforcement with the specific risks posed by killer acquisitions in the pharmaceutical and medical technology sectors.}},
author = {{Boström Andersson, Astrid}},
language = {{eng}},
note = {{Student Paper}},
title = {{The Killer That Got Away? EU Competition Law and the Challenge of Killer Acquisitions in Pharma and Medtech}},
year = {{2025}},
}