Monthly Archives: January 2015

Ancillary restraints

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Ancillary restraints

Ancillary restraints in the European Union Law

Concept of Ancillary restraints provided by the “Glossary of terms used in EU competition policy” (Antitrust and control of concentrations, published in 2002): Restrictions on the parties to an agreement (including an agreement to form a concentration), which do not constitute the primary object of the agreement, but are directly related to and necessary for the proper functioning of the objectives envisaged by agreement. In the field of cooperation agreements, an example would be an obligation within an () R & D agreement not to carry out, independently or together with third parties, research and development in the field to which the agreement relates. An example of a restraint ancillary to a concentration is a non-competition clause imposed by the buyer on the vendor for a transitional period of time.

(See: Articles 6(1)b and 8(2) of the merger regulation; Commission notice on restrictions directly related and necessary to concentrations (OJ C 188, 4.7.2001, p. 5).)

Exclusionary practice

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Exclusionary practice

Exclusionary practice in the European Union Law

Concept of Exclusionary practice provided by the “Glossary of terms used in EU competition policy” (Antitrust and control of concentrations, published in 2002): Practice by a dominant company that tends to impair the opportuni-ties of competitors based on considerations other than competition on the merits. An example would be the decision, by a company dominant on the market for production of a certain product, not to supply a client, because he is a competitor active in the market for distribution of this product.

Statement of objections

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Statement of objections

Statement of objections (SO) in the European Union Law

Concept of Statement of objections (SO) provided by the “Glossary of terms used in EU competition policy” (Antitrust and control of concentrations, published in 2002): Written communication, which the Commission has to address to persons or undertakings before adopting a decision that negatively affects their rights. This obligation of the Commission flows from the addressee's rights of defence, which require that they be given the opportunity to make their point of view known on any objection the Commission may wish to make in a decision. The SO must contain all objections on which the Commission intends to rely upon in its final decision. The SO is an important procedural step foreseen in all competition procedures in which the Commission has the right to adopt negative decisions.

(See: Article 19(1) of Regulation No 17; Article 18(3) of the merger regulation.)

Antitrust

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Antitrust

Antitrust in the European Union Law

Concept of Antitrust provided by the “Glossary of terms used in EU competition policy” (Antitrust and control of concentrations, published in 2002): Field of competition law and policy. In the EU context, both the rules governing anti-competitive agreements and practices (cartels and other forms of collusion) based on Article 81 of the EC Treaty and the rules prohibiting abuses of (existing) dominant positions based on Article 82 of the EC Treaty, are commonly referred to as 'antitrust'.

Trustee

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Trustee

Trustee in the European Union Law

Concept of Trustee provided by the “Glossary of terms used in EU competition policy” (Antitrust and control of concentrations, published in 2002): A legal or natural person appointed in merger cases to oversee the implementation of () commitments, and to contribute to their implementation where required. The trustee is appointed by the parties who have offered commitments to the Commission with the Commission's approval. His powers and duties are set out in the trustee mandate, an agreement between the trustee and the parties — again subject to the Commission's approval. The trustee normally has the power to propose, and if necessary impose, measures on the parties to ensure compliance with the commitments, as well as an irrevocable mandate to effect the divestiture of the business or busi-nesses to be sold, at no minimum price, if the parties fail to do so within a given period.

(See: Commission notice on remedies (OJ C 68, 2.3.2001, p. 3).)

Spillover effects

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Spillover effects

Spillover effects in the European Union Law

Concept of Spillover effects provided by the “Glossary of terms used in EU competition policy” (Antitrust and control of concentrations, published in 2002): Side effects of an agreement or a merger between two or several firms, which affect competition between them in another relevant market than the one covered by the agreement or the merger in question. Spillover effects are referred to in Article 2(4) of the merger regulation, which concerns the creation of a joint venture that has as its object or effect the coordination of the competitive behaviour of undertakings that remain independent. In that case, the Commission shall appraise this coordination also taking into account whether two or more parent companies retain, to a significant extent, activities in a market which is () downstream or () upstream from that of the joint venture or in a neighbouring market closely related to this market.

Non-competition clause

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Non-competition clause

Non-competition clause in the European Union Law

Concept of Non-competition clause provided by the “Glossary of terms used in EU competition policy” (Antitrust and control of concentrations, published in 2002): Contractual clause bringing about a direct or indirect obligation causing the parties to an acquisition agreement, or at least one of them, not to manufacture, purchase, sell or resell independently goods or services which compete with the contract goods or services. Such an obligation on the seller of the assets guarantees that the acquirer receives the full value of the assets transferred and hence is normally considered as ancillary to the main agreement.

Resources

See also

  • Non-compete obligation

Start-up costs

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Start-up costs

Start-up costs in the European Union Law

Concept of Start-up costs provided by the “Glossary of terms used in EU competition policy” (Antitrust and control of concentrations, published in 2002): Costs faced by a firm that intends to start economic activity in a specific market segment. These costs include, for example, the expen-diture to undertake research and development (R & D) activities, the costs of acquiring production and/or distribution facilities, as well as the costs of marketing the product (i.e. advertising).

Fixed costs

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Fixed costs

Fixed costs in the European Union Law

Concept of Fixed costs provided by the “Glossary of terms used in EU competition policy” (Antitrust and control of concentrations, published in 2002): Costs that do not vary with the amount of goods or services produced. Examples include interest payments on accumulated debt, property taxes and rent.

Non-opposition procedure

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Non-opposition procedure

Non-opposition procedure in the European Union Law

Concept of Non-opposition procedure provided by the “Glossary of terms used in EU competition policy” (Antitrust and control of concentrations, published in 2002): Special procedure laid down in certain () block exemption and other () implementing regulations to simplify exemption proce-dures, by not raising objections to a notified agreement within a period defined in these regulations. In this way the Commission either grants individual exemptions (in the transport regulations) or considers agreements block exempted (in the technology transfer regulation).

(See: Council Regulation No 1017/68 of 19.7.1968 on rail, road and inland waterway transport (OJ L 175, 23.7.1968, p. 1); Council Regulation No 4056/86 of 22.12.1986 on maritime transport (OJ L 378, 31.12.1986, p. 4); Council Regulation No 3975/87 of 14.12.1987 on air transport (OJ L 374, 31.12.1987, p. 1); Commission Regulation No 240/96 of 31.12.1996 on certain categories of tech-nology transfer agreements (OJ L 31, 9.2.1996, p. 2).)