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Questions and Answers
What is the primary guiding principle of Article 8(4) of the merger regulation as claimed by the applicant?
What is the primary guiding principle of Article 8(4) of the merger regulation as claimed by the applicant?
According to Article 7(1) of the merger regulation, when can a concentration with a Community dimension be 'implemented'?
According to Article 7(1) of the merger regulation, when can a concentration with a Community dimension be 'implemented'?
What did the Commission obtain from Ryanair regarding its voting rights in Aer Lingus?
What did the Commission obtain from Ryanair regarding its voting rights in Aer Lingus?
How many meanings of 'implementation of a concentration' does the applicant suggest exist?
How many meanings of 'implementation of a concentration' does the applicant suggest exist?
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What concern led the Commission to prevent partial implementations?
What concern led the Commission to prevent partial implementations?
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What did the Commission conclude regarding the acquisition of shares and public bids in the concentration case?
What did the Commission conclude regarding the acquisition of shares and public bids in the concentration case?
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What does Article 21(3) of the merger regulation deal with?
What does Article 21(3) of the merger regulation deal with?
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What can be inferred about the powers of national competition authorities under Article 21(3)?
What can be inferred about the powers of national competition authorities under Article 21(3)?
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What did the applicant claim about the Commission's conclusions regarding Articles 8(4) and 8(5)?
What did the applicant claim about the Commission's conclusions regarding Articles 8(4) and 8(5)?
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What does the term 'one-stop shop' principle refer to in this context?
What does the term 'one-stop shop' principle refer to in this context?
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How does the Commission interpret Article 3 of the merger regulation regarding minority shareholdings?
How does the Commission interpret Article 3 of the merger regulation regarding minority shareholdings?
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What argument does Aer Lingus present regarding Ryanair’s shareholding?
What argument does Aer Lingus present regarding Ryanair’s shareholding?
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Why is the infringement of Article 21(3) considered serious?
Why is the infringement of Article 21(3) considered serious?
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What does Article 8(4) allow the Commission to examine?
What does Article 8(4) allow the Commission to examine?
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What consequence does the failure to interpret Article 21(3) correctly have?
What consequence does the failure to interpret Article 21(3) correctly have?
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In what context does the Commission act under Article 232 EC?
In what context does the Commission act under Article 232 EC?
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What is the primary legal concept discussed in relation to the merger regulation?
What is the primary legal concept discussed in relation to the merger regulation?
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Which article defines the concept of concentration in the merger regulation?
Which article defines the concept of concentration in the merger regulation?
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What defines a concentration according to Article 3(1)?
What defines a concentration according to Article 3(1)?
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What must occur for a concentration to be deemed to arise?
What must occur for a concentration to be deemed to arise?
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What is the result of a concentration on the economic activity of the undertakings involved?
What is the result of a concentration on the economic activity of the undertakings involved?
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How does the Commission assess the power to control in a concentration?
How does the Commission assess the power to control in a concentration?
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Which of the following best describes the essence of 'decisive influence' as per the merger regulation?
Which of the following best describes the essence of 'decisive influence' as per the merger regulation?
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What is one of the key factors that qualifies a transaction as a concentration under the regulation?
What is one of the key factors that qualifies a transaction as a concentration under the regulation?
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What is required for a shareholding to be considered a concentration under the merger regulation?
What is required for a shareholding to be considered a concentration under the merger regulation?
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What distinguishes European Union law from some Member States' laws regarding minority shareholdings?
What distinguishes European Union law from some Member States' laws regarding minority shareholdings?
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What cannot be extended to cases where control has not been obtained?
What cannot be extended to cases where control has not been obtained?
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Under what conditions can the Commission require the disposal of shares governed by Article 8(4)?
Under what conditions can the Commission require the disposal of shares governed by Article 8(4)?
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Based on the judgment, what was the consensus about Ryanair's shareholding in Aer Lingus as of June 27, 2007?
Based on the judgment, what was the consensus about Ryanair's shareholding in Aer Lingus as of June 27, 2007?
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What is explicitly noted about the Commission's powers regarding the merger regulation?
What is explicitly noted about the Commission's powers regarding the merger regulation?
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Which of the following statements is true regarding a power of influence without control?
Which of the following statements is true regarding a power of influence without control?
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Why might the legislature not have granted the Commission broader powers than those stated in the merger regulation?
Why might the legislature not have granted the Commission broader powers than those stated in the merger regulation?
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What does Aer Lingus claim about Ryanair's 29.3% shareholding in terms of control?
What does Aer Lingus claim about Ryanair's 29.3% shareholding in terms of control?
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What did the Commission conclude regarding the negative effects on competition related to Ryanair's shareholding?
What did the Commission conclude regarding the negative effects on competition related to Ryanair's shareholding?
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Which action can Aer Lingus management take if they believe Ryanair's conduct as a shareholder is inappropriate?
Which action can Aer Lingus management take if they believe Ryanair's conduct as a shareholder is inappropriate?
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What is required for the Commission to apply Article 8(4) of the merger regulation?
What is required for the Commission to apply Article 8(4) of the merger regulation?
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What evidence did Ryanair provide to support its claim regarding access to Aer Lingus' confidential information?
What evidence did Ryanair provide to support its claim regarding access to Aer Lingus' confidential information?
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What must be proven for the Commission to investigate Ryanair's actions under Article 81 EC?
What must be proven for the Commission to investigate Ryanair's actions under Article 81 EC?
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In what situation might Aer Lingus consider Ryanair's actions to be abusive or unlawful?
In what situation might Aer Lingus consider Ryanair's actions to be abusive or unlawful?
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What does the merger regulation aim to avoid concerning shareholder disputes?
What does the merger regulation aim to avoid concerning shareholder disputes?
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What must occur if the Commission decides that a notified operation is to be prohibited?
What must occur if the Commission decides that a notified operation is to be prohibited?
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How does the Commission utilize the concept of 'single concentration'?
How does the Commission utilize the concept of 'single concentration'?
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What was the Commission's request to Ryanair in relation to its voting rights?
What was the Commission's request to Ryanair in relation to its voting rights?
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Ryanair's minority shareholding in Aer Lingus was determined to be what in the context of 'partial implementation'?
Ryanair's minority shareholding in Aer Lingus was determined to be what in the context of 'partial implementation'?
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Which article of the merger regulation is referenced concerning the lack of control in a shareholding?
Which article of the merger regulation is referenced concerning the lack of control in a shareholding?
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What did the Commission conclude regarding Ryanair's disputed shareholding and its relation to a concentration?
What did the Commission conclude regarding Ryanair's disputed shareholding and its relation to a concentration?
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What is one of the core reasons for the Commission's scrutiny of mergers and acquisitions?
What is one of the core reasons for the Commission's scrutiny of mergers and acquisitions?
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What aspect did the applicant's arguments fail to substantially affect?
What aspect did the applicant's arguments fail to substantially affect?
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Study Notes
AER LINGUS GROUP v COMMISSION
- Judgment of the General Court (Third Chamber): July 6, 2010
- Case: T-411/07
- Applicant: Aer Lingus Group plc, established in Dublin (Ireland)
- Defendant: European Commission
- Representative for Aer Lingus: A. Burnside, B. van de Walle de Ghelcke, T. Snels (initially); A. Burnside, B. van de Walle de Ghelcke (subsequently)
- Representative for European Commission: X. Lewis, É. Gippini Fournier, S. Noë
Legal Context
- Council Regulation (EC) No 139/2004: Controls concentrations between undertakings
- Article 3 of Regulation (EC) No 139/2004: Defines concentration. A change in control of undertakings or parts of undertakings, including mergers or acquisitions, on a lasting basis constitutes a concentration.
- Article 8 of Regulation (EC) No 139/2004: Addresses the Commission's powers if a concentration is deemed incompatible with the common market.
Facts at the Origin of the Dispute
- Applicant (Aer Lingus Group plc): Irish public limited company, privatized in 2006, 25.35% of capital retained by Irish Government. Listed on stock exchange in October 2006.
- Defendant (Ryanair Holdings plc): Company listed on stock exchange, operating flights in 40 countries including between Ireland and other European countries
- Ryanair's Bid for Aer Lingus: On October 5, 2006, Ryanair announced its intention to launch a public bid for the entire share capital of Aer Lingus. The bid was launched October 23, 2006
- Shareholding Increase: Ryanair acquired a significant shareholding in Aer Lingus, reaching a maximum of 29.3% of Aer Lingus' capital before August 2007.
Examination and Prohibition of Notified Concentration
- Application for annulment: Objections were raised to Ryanair's acquisition and the Commission's decision regarding this concentration
- Ryanair's minority shareholding The case involved disputes about whether the 25.17% acquisition of shares by Ryanair in Aer Lingus represented a prohibited concentration under EU regulations and whether the Commission acted correctly in addressing the situation
Procedure and Forms of Order Sought by the Parties
- Applications Lodged: Aer Lingus & Ryanair filed various applications to the Court.
- Orders: A series of orders were issued regarding interim measures, expedite procedures, and other related matters
Law
- Arguments of the Parties: Both Aer Lingus and Ryanair presented various legal arguments to the court relating to the interpretation of Articles regarding merger regulation, company law, competition law etc
- Issues related to Control and Concentration: The core issues in the dispute centered around whether Ryanair's shareholding in Aer Lingus constituted a prohibited concentration that needed to be dissolved.
Findings of the Court
- Decision: The court dismissed Aer Lingus' complaint and confirmed the Commission's decision. Ryanair's acquisition, according to the court, did not interfere with competition.
- Incompatibility with Common Market: The court held that Ryanair's shareholding in Aer Lingus was not, in their final judgment, deemed to constitute a concentration that was incompatible with the common market under EU law at the relevant time.
Costs
- Order on Costs: Aer Lingus was ordered to pay the costs associated with the case.
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Description
Explore the landmark case of AER LINGUS GROUP v COMMISSION decided on July 6, 2010. This quiz covers the legal context, including Council Regulation (EC) No 139/2004, and the implications of the judgment on competition law. Test your understanding of the key facts and articles governing this significant case.
