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In brief

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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Author

Jean-François Findling is a founder of the Firm’s Luxembourg office. Prior to joining Baker McKenzie, he established his own law firm in 2009 and was a partner in a leading Luxembourg firm. Mr. Findling is regularly recommended by Legal 500 for his extensive experience in mergers and acquisitions and private equity.

Author

Elodie Duchêne is a partner in the M&A and Corporate Practice Groups of Baker McKenzie's Luxembourg office and has more than 11 years of experience. Prior to joining the Firm in 2015, she worked for an independent law firm in Luxembourg for 9 years.

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