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Concentrative joint venture meaning

What does Concentrative joint venture mean?
A concentrative joint venture is a joint venture that will operate as a stand‑alone, full‑function business on a lasting basis, performing the functions of an independent undertaking. In EU merger control, this describes the type of joint venture that qualifies as a concentration under the EU Merger Regulation (Council Regulation (EC) No 139/2004), specifically Article 3(4) on full‑function joint ventures. “Concentrative joint venture” is a descriptive term rather than the statutory wording, but is commonly used to denote a full‑function joint venture. Where the eumr turnover thresholds are met, creation of such a joint venture must be notified to, and cleared by, the European Commission before implementation (suspensory regime). If the thresholds are not met, national merger control may apply (for example, in Ireland). Non‑full‑function (co‑operative) joint ventures are typically assessed under Article 101 TFEU rather than the EUMR. UK position: Following Brexit, the EUMR no longer applies in the UK. The CMA may review the creation of a joint venture as a merger where enterprises cease to be distinct and UK jurisdictional thresholds are met. Filing is voluntary, but the CMA can call in transactions and impose hold‑separate orders. The term is not a UK statutory concept, though the full‑function analysis...
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View the related Practice Notes about Concentrative joint venture

PRACTICE NOTES
EU and UK competition law for joint ventures: EUMR, EA 2002/DMCC Act thresholds, Article 101 self-assessment, ancillary restraints, spill-over and information exchange risks, with checklists

Businesses commonly rely on joint ventures to break into fresh markets and to design, develop, and launch new products. This notion spans a wide array of scenarios and arrangements, including: structural setups that establish or alter the economic control of a given legal entity: joint venture companies themselves partnerships between participants alterations to existing shareholder control non-structural joint ventures: contract-based joint projects informal (not documented) collaborations For many joint venture arrangements, the extent of 'control' each party holds is often pivotal—though its meaning can be understood differently in varying contexts. This is particularly significant in EU competition law in practice. Accordingly, a joint venture’s treatment under those rules depends on whether it is 'concentrative' (structural) or 'cooperative' (non-structural). Structural joint ventures and merger control Where a joint venture brings about a durable structural shift in the market (ie...

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PRACTICE NOTES
EU competition law and co-operative joint ventures: merger control v co-operation, Article 101 assessment and exemptions, venture types, Article 102 issues, and a practical risk checklist

A joint venture is a business set-up in which two or more separate undertakings bring together, or share, their resources, assets, or divisions to build a venture or pursue a defined objective, typically over a limited timeframe, for all parties. The logic behind joint venture work is that collaboration delivers more than effort alone, whether with a supplier up the chain or a rival on the same level, through interests and strengths. EU law offers no precise legal definition of a joint venture at present. Such ventures may span merger-style initiatives creating a jointly controlled entity, with its assets, infrastructure, management and customers, through to loose, non-structural collaboration that stops short of forming a separate organisation. At one end, activity might involve light-touch and plainly harmless collaboration, confined to specific functions or tasks, such as research and development or joint purchasing; at the other, it may extend to very intensive co-ordination with competitors in sensitive spheres like pricing and output—perilously approaching, in character, cartel-like behaviour and edging worryingly...

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