Clifford Chance

Scope and implications of the standstill obligation in European merger control

14 September 2021

David Tayar and Éléonore Lejeune discuss the types of behaviours that may lead to a breach of the standstill obligation laid down in Regulation No. 139/20041 (“EUMR”) and offer practical guidance to avoid “jumping the gun” for companies engaging in M&A processes in the European Union. The mandatory and suspensory European merger control regime imposes a strict prohibition on any early implementation of a concentration. The enforcement of this standstill obligation has emerged as a priority area of action for the European Commission.

The potential implications for businesses are high, given the substantial fines companies face if they “jump the gun”, even by mere negligence. It is, however, fair to say that the legal landscape has become somewhat clearer as a number of recent decisions and judgements have addressed the scope of the standstill obligation (I.) and of the derogation that applies to transactions in securities (II.).

The authors are David Tayar, antitrust partner, Clifford Chance LLP and Éléonore Lejeune, formerly trainee lawyer, Clifford Chance LLP.

The article "David Tayar, Éléonore Lejeune, Scope and implications of the standstill obligation in European merger control" was first published in September 2021, Concurrences N° 3-2021, Art. N° 101232, www.concurrences.com.

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