Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Wholly-owned subsidiary definition

What does Wholly-owned subsidiary mean? In practice, a wholly-owned subsidiary is a group company that is 100% owned within the corporate group by a single parent company. It describes a company whose only members are the parent, the parent’s wholly-owned subsidiaries, or persons/nominees holding shares on their behalf. This is a statutory definition: see Companies Act 2006, s.1159(2) (UK, including Scotland and Northern Ireland) and Companies Act 2014, s.8(1) (Ireland). Usage is broadly consistent across these jurisdictions. Key features and significance: - The test looks at membership, not control: any outside member, however small, means the company is not wholly-owned. - Shares held by nominees or by other...

Facebook v CMA [2021] EWCA Civ 701: Court of Appeal upholds CMA’s wide pre‑emptive action IEO powers and refusal of derogations in the Facebook/Giphy merger review

Published by a LexisNexis Competition expert

Practice notes

CASE HUB ARCHIVED

This archived case hub captures the position as at the judgment dated 12/05/2021; it is no longer updated. See further, timeline Case facts

Case facts

Outline

An appeal from the CAT’s judgment of 13 November 2020, which rejected an appeal against the CMA’s decision refusing Facebook derogations from an IEO imposed in connection with Facebook’s completed acquisition of Giphy via a stock conversion by its wholly owned Subsidiary, Tabby Acquisition.

Latest developments

On 13 May 2021, the Court of Appeal issued its judgment, dismissing the appeal in its entirety.

Parties

Applicant

Facebook, Inc, a United States‑based company, is a Social media conglomerate.
Facebook UK Limited provides sales support, marketing services and engineering support to the Facebook group and acts as a reseller of Advertising services to larger UK customers (together, Facebook)

Respondent

Competition and Markets Authority (CMA)

Other parties

Giphy Inc (Giphy), a UK‑based company, operates an online database and search engine primarily enabling users to search and share GIFs and GIF stickers

Background

Acquisition of Giphy

On 15 May 2020, Facebook bought Giphy. The transaction was effected as a merger with Tabby Acquisition...

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Web page updated on 21/05/2026

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