Support study for impact assessment concerning the review of Merger Regulation regarding minority shareholdings : final report

The study provides support for an impact assessment concerning the review of the Merger Regulation regarding minority shareholdings. In more precise terms, the study is broken down into two interrelated but discrete topics: (topic 1) the assessment of the features of a certain number of merger control regimes, which provide for the control of minority shareholdings´ acquisitions; and (topic 2) research on rights attached to different levels of minority shareholdings. Examining competition and corporate rules of other legal systems may contribute to helping the Commission appraise whether the various criticisms made to its proposal to set up a targeted transparency system are valid. Firstly, the study examined the conditions under which acquisitions of minority shareholdings are controlled in Austria, Germany, the UK, Japan and the US. In addition, a brief overview of the regime in Brazil has been provided. Secondly, the study examines the rights granted to minority shareholders in various EU Member States (Germany, the UK, France, the Netherlands) and the US, both in law and in practice. On the basis of the data collected, the study analyses the modalities of merger control of minority acquisitions in the various jurisdictions, in order to present important considerations which any EU regime being designed should consider. Finally, the study considers whether it is possible to define a level below which shareholding might be generally considered to be passive.