Introduction of a national merger control regime

August 24, 2022 | Blog

The Grand Duchy of Luxembourg is the only country in the European Union that does not yet have its own legal framework for prior merger control. As a result, merger control in Luxembourg is exclusively governed by Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings.

However, prior merger control is an important tool to prevent the creation of strong positions or monopolies. Merger control generally seeks to scrutinise concentrations of competitive power by requiring certain transactions to be notified before they are carried out.

The Ministry of the Economy, in collaboration with the Competition Council, has initiated a public consultation procedure aimed at gathering the opinions of interested parties on the establishment of a national control of business concentrations, and, if applicable, on the modalities of this control.

From these consultations, it appears that the majority of the stakeholders are in favour of setting-up such a control, which should result in the proposal of a draft bill to parliament expected to be introduced in spring 2023. The Ministry report points out that the merger control regime should not be detrimental to Luxembourg’s financial sector and should account for the specificities of the Luxembourg economy.

The draft bill is expected to be largely inspired by the legislation applicable in the other Member States (such as Belgium and France). In particular, it will be necessary to take into consideration the significant cross-border nature of the activity in order to define the relevant market or take into account the fact that the Grand Duchy of Luxembourg is a major financial centre.

The Ministry report starts the drafting stage for a bill of law on merger control law. It is expected that a first draft will be submitted to the parliament in spring 2023. While the duration of the legislative process is difficult to assess, it is unlikely that a law is enacted prior to the end of 2023

For more information, please contact Cédric Bless or Nicolas Marchand.

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