What is an Article 22 of the EU Merger Regulation?

The European Union’s regulations regarding mergers and acquisitions are governed primarily by the EU Merger Regulation (Council Regulation (EC) No 139/2004). Article 22 of this regulation addresses referrals of mergers to the European Commission by Member States.

Here’s a detailed explanation of Article 22:

1. Referral by Member States: Article 22 allows Member States of the European Union to refer a merger or acquisition that does not meet the thresholds for review under the normal provisions of the EU Merger Regulation to the European Commission for review if the merger or acquisition threatens to affect competition significantly within their territory.
2. Thresholds: Typically, mergers and acquisitions are subject to review by the European Commission if certain turnover thresholds are met. However, Article 22 provides a mechanism for national authorities to trigger EU-level review for transactions that fall below these thresholds but are deemed to have significant effects on competition within their jurisdiction.
3. Significant Impact on Competition: The key criterion for referral under Article 22 is that the merger or acquisition must have the potential to significantly affect competition within the referring Member State. This could involve concerns such as market concentration, potential anticompetitive effects, or other factors that could harm competition in the market.
4. Notification to the Commission: If a Member State decides to make a referral under Article 22, it must notify the European Commission within 15 working days of the merger or acquisition coming to its attention. The notification should include relevant information about the transaction and its potential impact on competition within the referring Member State.
5. Commission’s Assessment: Upon receiving a referral under Article 22, the European Commission will assess the merger or acquisition to determine whether it raises significant competition concerns within the territory of the referring Member State. If the Commission concludes that there are indeed such concerns, it will take appropriate action, which could include further investigation, remedies, or blocking the transaction altogether.
6. Cooperation with National Authorities: Article 22 reflects the principle of cooperation between the European Commission and national competition authorities. It allows Member States to involve the Commission in cases where they believe EU-level intervention is necessary to safeguard competition within their jurisdiction.

Overall, Article 22 of the EU Merger Regulation provides a mechanism for Member States to refer mergers and acquisitions to the European Commission for review when they believe such transactions could have significant anticompetitive effects within their territory, even if they do not meet the normal thresholds for EU-level review. This helps ensure effective competition enforcement across the EU’s internal market.