The Jurisdiction of the European Commission and National Competition Authorities in the Control of Legal and Economic Aspects of Concentration Between Undertakings

The objective of considerations raised within the chapter is to carry out an analysis of premises, principles and effects of the process of concentration of entrepreneurs who conduct their economic activity in member states of the European Union. Concentration of entrepreneurs is a complicated economic process which consists of the takeover of assets and liabilities of entrepreneurs who participate in it or else, the performance of: merger of enterprises, acquisition of an enterprise, joint venture, as well as pursuant to a purchase by a given entrepreneur of partial property of another entrepreneur. It thus causes substantial effects, both in legal and economic terms, for individual enterprises and for the common market. The chapter contains deliberations which are targeted at presenting the uniquely critical role played by proper preparation of entrepreneurs in the conduct of planned in the future concentration process both from the legal–organisational perspective and the economic one. The chapter furthermore contains an analysis, carried out on the basis of the provisions of Council Regulation (EC) on the control of concentrations between undertakings; jurisdiction procedure over the process of entrepreneurs’ concentration, carried out by the European Commission (EC) and national organs of competition of individual member states. The general interpretation principle in accordance with which the EC competence jurisdiction is related to the exclusive jurisdiction of concentration control bearing a community dimension will be subjected to an analysis, while national competition organs may investigate concentrations without the said community dimension. At the same time, the chapter will discuss and analyse the exceptions from this general rule regarding the division of competence jurisdiction amongst the EC and national competition organs, including in particular situations where concentration of entrepreneurs of non-community dimension is taken over by the EC for assessment and cases where concentration of community dimension is subjected to assessment in its entirety or part by national competition bodies. Deliberations are completed by an analysis of substantive and economic criteria of control of concentrations, carried out by the EC and national competition organs. While conducting deliberations in the above-stated areas of interest a research method consisting of an analysis of provisions of the European Union Law, achievements of the doctrine and EU court judicature having a substantial impact on the practice of the carried out concentration process was applied.