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Beau Maes

Beau Maes is an associate in Baker McKenzie's EU Competition & Regulatory Affairs Practice Group at the Brussels office. He joined the Firm in February 2022.

Prior to joining Baker McKenzie, he worked as a summer intern in various departments, including corporate, commercial and ICT law. He was also an intern at DG COMP Unit C.5, where he focused on reviewing "information, communications and media" mergers. He also interned at the Australian Embassy in Belgium and Luxembourg, Mission to the European Union, and NATO.

Agreeing conditions precedent and deal timelines has always been a challenge for companies. From an EU perspective, companies previously only had to consider whether a deal led to an EU or Member State merger control filing obligation. However, there are now three new layers of complexity for companies to consider in the EU:

  1. Article 22 and ex-post assessments: a new approach to the EU’s merger control referral mechanism together with the ex-post review of transactions has added complexity to consider when entering into a new deal.
  2. Foreign Direct Investment (FDI): 23 EU Member States now have a an FDI regime which if the filing thresholds are met gives rise to a notification requirement and clearance prior to closing. Sweden is the most recent EU Member State to adopt an FDI regime, which came into force on 1 December 2023.
  3. Foreign Subsidies Regulation: as of 12 July 2023, transactions in the EU may also be subject to a further pre-closing review of broadly defined financial contributions from non-EU Member States.

On 13 July 2023, in Case C-106/22, the European Court of Justice delivered its decision in relation to a preliminary reference submitted by the Budapest High Court. In the context of companies that often have a cross-border ownership structure extending outside of the EU, the ECJ concluded that the fact that a parent company registered in a third country has a majority control over an EU-based investor does not mean that the EU FDI Screening Regulation applies.