Horten's Merger Control Poster 2024 provides an overview of the thresholds for merger control in Europe. The updated Merger Control Poster has new turnover thresholds for Italy and for the health sector in the Netherlands. In addition, both Luxembourg and the UK are expected to adopt new legislation during 2024.
In mergers and acquisitions, it must be considered if the transaction is subject to merger control – either nationally or at a European level. Transactions that are subject to merger control must be filed and approved before they can be implemented. In many situations, the obligation to notify a transaction is based on the companies' turnover.
When is it a merger?
According to Danish law as well as EU law, change of control is the decisive element, when establishing whether a merger occurs. This is the case, when there is a direct or indirect change of control of the ownership of a company.
A transfer of minority stakes is also covered if the transfer entails a change of control in the company. Some countries have merger control even if the acquisition of minority stakes does not entail a change of control. In Denmark, this may become the case during 2024 as well according to new draft legislation. Furthermore, joint ventures may also be covered by the merger concept if the joint venture comprises all a company's functions and is established on a permanent basis. The same principles generally apply in many national jurisdictions – although the rules may differ.
Thresholds
Generally, a merger must be notified to the Commission or the national competition authorities when the participating companies' turnover exceeds the stipulated thresholds.
The companies' turnover is the total annual turnover and is generally estimated based on the latest audited financial statements. However, please notice that the rules for estimating the turnover may vary from one country to another.
You can see the thresholds for the various countries in Europe on Horten's Merger Control Poster 2024.
