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...

EU merger control: Phase II prohibition of HeidelbergCement/Schwenk’s acquisition of Cemex Croatia over grey cement competition concerns; terminal-access remedy rejected; appeals before the General Court

Published by a LexisNexis Competition expert

Practice notes

CASE HUB

Appeals challenging the Commission’s referral to phase II were filed in Case T‑902/16 HeidelbergCement v Commission and Case T‑907/16 Schwenk Zement v Commission. An appeal against the prohibition decision was also lodged in Case T‑380/17 HeidelbergCement and Schwenk Zement v Commission. ARCHIVED – this case hub reflects the position as at 5 April 2017 and is no longer updated. See also the timeline, commentary and related cases.

Case facts

Overview of the European Commission’s merger review of the planned joint purchase of Cemex Croatia by HeidelbergCement and Schwenk (Case M.7878). The deal raised horizontal overlap concerns in the grey cement market in southern Croatia.

Latest developments

On 5 April 2017, the Commission blocked the merger. It found the transaction would markedly lessen competition in Croatian grey cement markets. The Commission also determined that the proposed remedies would not have enabled a supplier to compete effectively and sustainably with the combined entity.

Parties

HeidelbergCement AG (HC) is a Germany‑based construction materials producer operating in 60 countries worldwide.
SCHWENK Zement KG (Schwenk) is a Germany‑based construction materials producer, with operations in a number of...

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Web page updated on 21/05/2026

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