European Commission publishes a summary of responses to proposed EUMR reforms

By way of background, the Commission has for some time been considering how to simplify and improve the EUMR since its adoption.  It adopted a Simplification Package in 2013 and published a White Paper in 2014 followed by a public consultation.

The review of the EUMR was interrupted somewhat by the appointment of Ms Vestager as a new Commissioner for Competition, but resumed earlier this year with a consultation intended to explore further regulatory changes. 

The most notable outcomes of this consultation are:

• First, half of the national competition authorities ("NCAs"), and the majority of private stakeholders, that replied consider that the EUMR should be amended to further alleviate the administrative burden on companies when it comes to simple merger cases.  In particular, many respondents called for a more simplified process for extra-EEA joint ventures, mergers without an horizontal or vertical overlap and those which result in changes from joint to sole control. Whilst many private stakeholders called for an exemption from the obligation to notify such concentrations, the majority of NCA's called for lighter information requirements. The majority of stakeholders were opposed to the notion of a voluntary self-assessment regime for selected categories of cases.
• Second, respondents gave their views on a possible new notification threshold which would be based on the value of the transaction and which would catch acquisitions of high-valued targets with no or limited turnover. The clear majority of respondents (including the majority of NCAs) are against such a change as they do not perceive any enforcement gap with regard to these transactions. Respondents also stressed that there would be difficulties in clearly defining what constituted the relevant purchase price and in ensuring a sufficient local nexus.
• Third, in relation to possible changes in the referral system, the majority of respondents, including NCAs, would welcome abolishing the two-step procedure pursuant to Article 4(5) of the EUMR, which currently consists of the submission of a Form RS in a first step and then the submission of the formal notification in the second step. The Commission's proposal to retain jurisdiction over the whole EEA in case of an Article 22 post-notification referral from a Member State to the Commission is generally supported by NCAs, but not by private stakeholders.

The responses to the Commission's consultation may encourage the Commission to further simplify the filing requirements in relation to the most straightforward cases. However, any new filing thresholds appear to be a long way off - the general negative reaction to the possibility of introducing a transaction value-based filing threshold means that the status quo is likely to prevail.