Competition law contains specific rules regarding the assessment of concentrations. The concept of concentrations encompasses a broad range of transactions typically encountered in the M&A world. These include acquisitions through share or asset deals, as well as the creation of certain types of joint ventures. Where such transactions result in a change of control and exceed certain quantitative thresholds (generally linked to turnover figures), they must be notified to the competent competition authority. This Toolbook focuses primarily on notifications to the Belgian Competition Authority and the European Commission.

These notifications are mandatory, and the transaction may not be closed pending approval. A standstill obligation applies, and breaches of this obligation may be subject to sanctions. Only very limited exceptions to this obligation may apply. In addition, general principles of competition law remain applicable during the preparation of an M&A transaction, which may impact, among other things, the extent to which commercially sensitive information can be shared (for example, in the course of a due diligence). It is advisable to include a number of clauses in the transaction documents to ensure that the competition law rules applicable to concentrations are properly reflected. This Toolbook contains 30 practical questions to guide M&A practitioners through this topic.

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