Jurisdiction(s):
United Kingdom

Minority Shareholdings under the EU Merger Regulation: Decisive Influence, Sole and Joint Control, Veto Rights, Voting Patterns and Notifiable Concentrations

Published by a LexisNexis Competition expert

Practice notes

Save for the exceptionally uncommon situation of a genuine merger of two or more businesses, a concentration under the EU Merger Regulation (EUMR) arises when control is obtained. Control exists where rights, contractual arrangements, or other elements bestow the ability to exert decisive influence over an undertaking. In the majority of transactions, it is the rights linked to a company’s shares, and hence the ownership of those rights, that are the key and often determinative consideration in assessing whether one firm has secured control of another for the purposes of the EUMR (see A 'concentration' with an EU dimension). The EUMR’s concept of control covers not only affirmative powers to set a company’s strategy but also negative control through vetoes over pivotal matters such as the strategic plan or budget. Minority shareholdings frequently grant such veto entitlements. In addition, the EUMR expressly recognises joint control, where two or more undertakings collectively possess rights or hold assets that convey control over another undertaking, as understood within the EUMR context...

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Web page updated on 21/05/2026

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