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Passive-Aggressive Investments: Minority Shareholdings and Competition Law

151 Pages Posted: 16 Mar 2013 Last revised: 26 Jan 2015

Gian Diego Pini

University of Milan - Department of Public, Civil Procedure, International and European Law; University of California, Berkeley - School of Law

Date Written: September 3, 2012

Abstract

Minority share acquisitions between competitors have been mistakenly considered of concern only in case they result in a change of control.

First the economic theory, closely followed by courts and doctrine, explained and demonstrated that even the acquisition of non-controlling shareholdings may distort competition and requires a close scrutiny by competition authorities.

This article analyzes the impact of minority shareholdings on the incentives of rival firms and ascertains whether the authorities are provided with adequate tools to investigate and address the potential anticompetitive effects.

The results of the economic theory are the starting point to assess whether the legal treatment of minority shareholdings under the EU and US antitrust systems is appropriate and adequate.

Keywords: minority shareholdings, minority, interests, partial, ownership, competition, antitrust, merger, acquisition, non-controlling, anticompetitive, EU, US, Commission, Clayton, Sherman, 101, 102, gap, interlocking, interlocks, interlocking directorates

JEL Classification: K21, K42

Suggested Citation

Pini, Gian Diego, Passive-Aggressive Investments: Minority Shareholdings and Competition Law (September 3, 2012). European Business Law Review, Vol. 23, No. 5, 2012. Available at SSRN: https://ssrn.com/abstract=2233350

Gian Diego Pini (Contact Author)

University of Milan - Department of Public, Civil Procedure, International and European Law ( email )

Via Festa del Perdono 7
Milano, Milano 20121
Italy

University of California, Berkeley - School of Law ( email )

215 Boalt Hall
Berkeley, CA 94720-7200
United States

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