Only transactions which result in a change in the structure of the market are notifiable to the Commission. This means that the transaction must bring about a lasting change of control of the independent undertaking being (solely or jointly) acquired. Mere internal restructurings are therefore not notifiable.

Under EU merger control rules, the notion of “control” equates to the possibility of exercising decisive influence over an undertaking e.g. by owning 50% or more of the shares, capital or business assets, 50% of the voting rights; or having the right to manage the undertaking’s affairs, including as a result of having relevant veto rights (i.e. over the business plan, budget or appointment of senior management).

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