Since 26 March 2021, the European Commission (EC) has encouraged the national competition authorities of member states to submit to the EC for assessment mergers that fall below the national turnovers thresholds but that impact trade between Member States and threaten competition within the territory of the applicant Member State.
On 29 April 2021, the Luxembourg Competition Council confirmed its willingness to follow the EC’s new approach. Certain transactions occurring in Luxembourg may therefore be submitted to the EC for review, notwithstanding the absence of local merger control mechanism.
Considering the cross-border component inherent to most Luxembourg transactions, dealmakers must carefully assess the risks of a merger control review even if the national merger thresholds are not met. To shed more certainty on the applicable procedure and timeline, the local M&A market may opt to insert detailed contractual remedies in the M&A documentation.
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