Jurisdiction(s):
United Kingdom

Key definition

Joint venture definition

What does Joint venture mean? In legal practice, a joint venture is a collaborative arrangement in which two or more parties pool assets, finance, IP or know‑how to carry on a specific project or an ongoing business, sharing control, risks, profits and losses (including equity and revenue where an entity is formed). It is a descriptive term rather than one defined by statute across England & Wales, Scotland, Northern Ireland and Ireland, though used in competition, tax and accounting contexts. Structures commonly include: (i) an incorporated joint venture (usually a private company limited by shares) with rights documented in a shareholders’ agreement and...

CJEU: Sole-to-joint control of non-full-function joint venture not a concentration under EU Merger Regulation (Austria Asphalt, C‑248/16)

Published by a LexisNexis Competition expert

Practice notes

CASE HUB ARCHIVED – this archived case hub reflects the position as at the decision of 7 September 2017; it is no longer maintained. See the timeline and commentary for further information.

Case facts Outline

National reference from the Austrian Oberster Gerichtshof (Austrian Supreme Court) to the Court of Justice seeking a preliminary ruling under Article 267 TFEU, aimed at clarifying whether converting a solely controlled undertaking into a jointly controlled joint venture can constitute a 'concentration' within the meaning of the eu merger Regulation, as defined therein, where the resulting joint venture is not 'full-function' in nature (ie lacks the necessary independence from its parents). Central to this issue—and its consequences for when transactions must be notified to the European Commission in practice—is interpreting and understanding the interaction between Articles 3(1)(b) and 3(4) of the EU Merger Regulation.

Latest development

For its part, on 7 September 2017, the Court of Justice delivered its judgment, expressly ruling that a change of control over a joint venture falls within the scope of the EU Merger Regulation only if the joint venture carries out, on a lasting basis, the functions of an autonomous economic entity in practice...

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Web page updated on 21/05/2026

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