Jurisdiction(s):
United Kingdom

Key definition

Subsidiary definition

What does Subsidiary mean? In legal practice, a subsidiary is a company controlled by another company (its holding company), usually through voting power or the ability to appoint a majority of directors. The term is used in corporate and finance documents to delineate group companies, guarantees, covenants and reporting obligations. In the UK, Companies Act 2006, section 1159, defines subsidiary. A company is a subsidiary if another company: holds a majority of its voting rights; or, being a member, can appoint or remove a majority of its directors; or, being a member, controls a majority of its voting rights by agreement. Two of these tests...

CJEU upholds Commission’s re-approval of Wendel for VUP divested assets: trustee independence and retrospective approval in EU merger control (Éditions Odile Jacob v Commission, C-514/14 P)

Published by a LexisNexis Competition expert

Practice notes

CASE HUB (ARCHIVE 28/01/2016) See further: timeline, commentary and related/relevant cases

ARCHIVED — this archived case hub sets out the position as at the decision of 28 January 2016; it is no longer maintained.

Case facts

Outline

An appeal was lodged by Éditions Odile Jacob against the General Court’s ruling that upheld the Commission’s decision of 13 May 2011 endorsing Wendel Investissement as the buyer of divested assets, in line with commitments attached to the conditional clearance of 7 January 2004 authorising the merger by which Lagardère obtained sole control of Vivendi Universal Publishing’s assets (Case COMP/M.2978—Lagardère/Natexis/VUP).

On 28 January 2016, the Court of Justice confirmed the General Court’s judgment, thereby holding that the Commission was right to approve, for a second time, Wendel’s purchase of Vivendi Universal Publishing’s assets—assets that Lagardère had been obliged to dispose of as a condition of the merger clearance.

The dispute is predominantly about procedural matters linked to the divestiture process—namely, the suitability of the purchaser and, more precisely, the need to ensure and evaluate the independence of the trustee designated to supervise the process...

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