![]() Interpretation of the Article 7(2) carve-outĪrticle 7(2) sets out a carve-out from the standstill obligation, which allows companies to implement a public bid for " a series of transactions in securities". Marine Harvest raised two main grounds of appeal against the General Court's judgment, each of which was rejected by the CJEU.ġ. It then appealed this judgment to the CJEU in January 2018. Marine Harvest appealed the Commission's decision to the EU's General Court in October 2014 but was unsuccessful. The Commission accordingly imposed two sets of fines of €10 million each. As a result, the company was found to be in breach of both Article 4(1), which requires companies to notify the Commission prior to the implementation of a concentration with an EU dimension, and Article 7(1) which imposes a standstill obligation on companies requiring them not to implement a concentration prior to notification and clearance (a standstill obligation). Marine Harvest had requested a case team allocation from the European Commission in December 2012 regarding the acquisition of sole control of Morpol but only formally notified the Commission in August 2013, following the public bid.Īlthough the Commission cleared the deal in September 2013, it found that Marine Harvest had already acquired de facto control of the target with the first acquisition in December 2012 and it should therefore have made the notification at that time. Marine Harvest had acquired a 48.5% stake in Morpol in December 2012 by way of a private transaction, a further 38.6% in March 2013 following the completion of a public offer, and the final 12.9% in November 2013. The case concerned the acquisition by Marine Harvest, a fish farmer and processor, of Morpol, a producer and processor of salmon. Companies should therefore exercise even greater caution in future when assessing their merger control notification obligations, in order to avoid being penalised for the unauthorised implementation of a transaction. The ruling is particularly important for companies engaging in merger activity as it demonstrates that the Commission can, in effect, impose a 'double' fine for essentially the same conduct. The judgment contains noteworthy rulings on the application of the ne bis in idem principle (no double jeopardy) when considering fines under EU competition law, in addition to clarifying the application of the notification and standstill obligations under Article 4(1) and Article 7(1) of the EU Merger Regulation (EUMR). Norwegian salmon farmer Marine Harvest has been unsuccessful in its appeal to the Court of Justice of the European Union (CJEU) regarding substantial and separate fines imposed on it by the European Commission for both failing to notify a merger and for 'jumping the gun' in implementing the transaction prior to competition clearance. ![]()
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