Horizontal agreement meaning

This Checklist highlights the key matters to consider when preparing new Research and Development (R&D) agreements, or revising existing R&D agreements, to determine whether they fall within the block exemption available under the Competition Act 1998 (Research and Development Agreements Block Exemption) Order 2022 (UK R&D BEO), SI 2022/1271. It is not a full guide to the UK R&D BEO, but is intended for situations where a commercial lawyer wishes to be confident that an R&D agreement sits within the UK R&D BEO and aligns with the CMA Guidance on Horizontal Agreements (2023 Horizontal Guidance). Introduction to the UK R&D BEO Any agreement that influences trade or restricts competition in the UK may fall under the prohibition on anti-competitive agreements in Chapter I of the Competition Act 1998 (CA 1998) (the Chapter I prohibition)...

This Checklist highlights the principal points to weigh up when entering into, drafting, or reviewing contractual joint venture arrangements. It addresses the legal, regulatory and practical aspects surrounding such arrangements. For background, see Practice Notes: Contractual joint ventures; Drafting a contractual joint venture agreement; and Drafting for particular types of contractual joint venture. Preliminary issues for consideration What is the current position of the parties’ discussions? See Practice Note: Pre-contractual representations and statements. Is a confidentiality undertaking needed from one, some or all parties or their affiliates? See Practice Note: Practical steps to protect or obtain access to confidential information and Precedents: Confidentiality agreement—contractual joint venture; Confidentiality agreement—one-way—pro-discloser; Confidentiality agreement—one-way—pro-recipient; and Confidentiality agreement—mutual. Do the parties intend to reserve a period of exclusive negotiation? See Practice Note: Exclusivity in contract negotiations. Identify any potential roadblocks to the deal (for example, competition issues, regulatory consents or licences) and how to address them. See Practice Notes: Competition law and joint ventures; Analysing horizontal agreements under...

R&D agreements—drafting for the EU R&D BER 2023—checklist This Checklist outlines the key issues to address when preparing new Research and Development (R&D) agreements, or revising current R&D arrangements, to determine whether they fall within the EU R&D BER 2023 (Commission Regulation (EU) 2023/1066 on the application of Article 101(3) of the Treaty on the Functioning of the European Union (TFEU) to specific categories of research and development agreements). It is not a detailed manual on the EU R&D BER 2023; rather, it is a practical tool for commercial lawyers aiming to confirm that an R&D agreement sits within the EU R&D BER 2023 and the accompanying Horizontal Guidelines. Introduction to the EU R&D BER 2023 Any arrangement that impacts trade or restricts competition in the EU may fall under the ban on anti‑competitive agreements in Article 101(1) TFEU. That said, an agreement will not be prohibited if it: meets the conditions for exemption under Article 101(3) TFEU, or benefits from a relevant...

Alrubie v Chelsea Football Club Ltd and another [2025] EWHC 541 (Comm) What are the practical implications of this case? This decision will particularly interest arbitration practitioners and professionals working in sports clubs, and could equally concern other organisations whose members are controlled by association rules. Commonly, those participating in professional sports clubs accept, by reason of their membership, that they are bound by the club’s rulebook and by the regulations of any national and worldwide governing bodies. Such regimes routinely incorporate arbitration agreements, owing in part to the confidentiality of arbitral proceedings, which protects against undesirable public attention, and in part to the ability to appoint arbitrators with specialist knowledge of the sport’s rules and industry practices. The case clarifies that these rules may have ‘horizontal’ contractual effect between members, as well as ‘vertical’ effect between each member and the governing body, notwithstanding the absence of any express bilateral agreement between members. It underlines how membership-based governance can, through the acceptance of rulebooks, generate binding obligations that...

In this issue: Arbitration in England & Wales International Arbitration Investment treaty arbitration Institutional and ad hoc arbitration Other arbitration and ADR-related news and developments Daily and weekly news alerts New and updated content Useful information Arbitration in England & Wales Court infers a ‘horizontal’ arbitration agreement and orders a stay of proceedings Alrubie v Chelsea Football Club Ltd and another [2025] EWHC 541 (Comm) concerned a successful bid by the second defendant to pause the court proceedings in the London Circuit Commercial Court. In the court claim, the claimant said the second defendant had procured the first defendant to breach a contract between the claimant and the first defendant. The claimant maintained that the agreement gave him a right to a commission connected to the transfer of a player from the first defendant, Chelsea Football Club Ltd (Chelsea), to West Ham United Football Club (West Ham). In allowing the stay, the court had to...

The European Commission (the Commission) has, for the first time, sent informal guidance letters relying on its updated 2022 Notice on Informal Guidance (the 2022 notice). The letters examine how sustainability principles apply to co-operation arrangements in the transport industry. Beyond being the inaugural letters issued under the previously little-used 2022 notice, the APM comfort letter is also the first occasion on which the Commission has applied the 2023 revised Guidelines on Horizontal Co-operation Agreements (the 2023 guidelines) to a sustainability initiative. Sustainability agreements are described as 'any horizontal co-operation agreement that pursues a sustainability objective, irrespective of the form of the co-operation'. The 2023 guidelines openly permit sustainability agreements that may raise competition issues provided they deliver verifiable efficiency gains, are necessary to secure those efficiencies, confer benefits on consumers, and do not eliminate competition. Background: Informal Guidance and Sustainability In 2004, the EU overhauled its competition law enforcement framework and processes, shifting from a centralised notification and authorisation regime for agreements between undertakings to a self-assessment...

This Practice Note This Practice Note describes how sustainability agreements are assessed at present. It first indicates when sustainability initiatives and sustainability standardisation arrangements fall within Article 101 TFEU, as interpreted in the updated Horizontal Guidelines issued. It then recaps what the revised Horizontal Guidelines say about the circumstances and methods for justifying sustainability agreements under Article 101(3) TFEU in practice. Finally, it adds context by outlining recent national developments in this field also. Regulation (EU) No 1217/2010, the Research and Development Block Exemption Regulation (R&D BER 2010), and Regulation (EU) No 1218/2010, the Specialisation Block Exemption Regulation (SBER 2010)—collectively termed the Horizontal Block Exemption Regulations (HBERs)—together with the Guidelines on the Applicability of Article 101 TFEU to Horizontal Co-operation Agreements (Horizontal Guidelines), lapsed on 30 June 2023. As background, on 1 March 2022 the European Commission opened a public consultation, inviting interested stakeholders to submit views on drafts of the revised HBERs and on a draft revised Guidelines on the Applicability of Article 101 TFEU to Horizontal...

CASE HUB ARCHIVED – this archived case hub records the position as at the decision of 4 February 2016; it is no longer maintained. See the timeline, commentary and related cases for further information Case facts Outline European Commission merger investigation into the proposed acquisition by Liberty Global of BASE Belgium (Case M.7637). The deal features horizontal and vertical overlaps within Belgium’s telecommunications market. Latest developments The Commission cleared the transaction, subject to commitments, on 4 February 2016. Under these commitments Liberty Global: will divest BASE’s 50% stake in Mobile Vikings, an MVNO that runs on BASE’s network, to Belgian broadcaster Medialaan transfer a portion of BASE’s customer base to Medialaan—BASE and Medialaan currently have an agreement under which BASE sells mobile services under the JIM Mobile brand, owned by Medialaan; Liberty Global will move JIM Mobile customers to Medialaan has entered into an agreement with Medialaan, granting it access to BASE’s mobile network on conditions that will allow it to...

Introduction Block exemption regimes provide widely applicable safe harbours from the EU prohibition on anticompetitive agreements as set out in Article 101(1) TFEU, so long as the arrangement satisfies the requirements of the relevant block exemption. Each such instrument rests on the presumption that any restrictive deal within its compass fulfils the four criteria in Article 101(3) TFEU that are needed for an individual exemption from the application of Article 101(1) TFEU (see further, Article 101(1) TFEU—the prohibition on restrictive agreements and Individual exemptions under Article 101(3) TFEU). Accordingly, every block exemption establishes a safe harbour that shields restrictive arrangements from legal challenge under Article 101 TFEU. The former Specialisation Block Exemption Regulation (EU) 1218/2010 (SBER 2010), which expired on 30 June 2023, had been in force since 1 January 2011. Following a review process and consultation with stakeholders, the updated Specialisation Block Exemption Regulation (EU) 2023 (SBER 2023) entered into force on 1 July 2023. Specialisation agreements are most likely to contribute to improvements in manufacturing or the...

Question Summary What is competition law? Competition serves both consumers and companies. It highlights areas for improvement and pushes organisations to pursue higher efficiency, greater innovation, stronger productivity and, in the end, to operate as better businesses. Competition law exists to shield businesses and consumers from anti‑competitive conduct and to preserve effective rivalry. Every business must observe competition rules, and breaches can carry severe outcomes for firms and individuals, including directors. Non‑compliance can be costly and damaging at both organisational and personal levels too. Possible penalties include: Substantial fines Prison sentences Director disqualification Damage to reputation When is it an issue? Competition law can arise in three principal settings: cartels — typically horizontal arrangements in which two or more businesses, whether by written agreement or otherwise, decide not to compete with one another. Cartels are the gravest form of anti‑competitive agreement. They cover accords to fix prices, rig bids, cap output, and divide customers or markets. A cartel...