EU competition law: successor liability and economic continuity after corporate reorganisations, intra-group transfers and asset sales, including private damages claims
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Practice notes
The principle of economic continuity allows the European Commission (the Commission) to assign liability for a breach of EU competition law to a legal person that did not itself carry out the infringement. Although often portrayed as an exception to the principle of personal responsibility, its application is confined within strict limits set by the EU Courts.
Rationale behind the economic continuity principle
Responsibility for a competition law infringement is, in principle, personal, given the nature and seriousness of the penalties that may follow. Consequently, the Commission usually attributes liability to the legal person that operated the infringing business when the conduct occurred (the initial operator): this reflects the principle of personal responsibility.
However, in certain situations, a rigid, formal application of personal responsibility can impede effective enforcement, for instance where the initial operator no longer exists or has undergone organisational changes. The economic continuity principle therefore permits the Commission, when adopting a decision imposing fines, to depart from that rule and, by way of exception, transfer liability to a legal person that did not run the business at the time the infringement was committed (the new operator)...
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Web page updated on 21/05/2026
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