Minority Shareholdings

Abstract

Minority shareholdings refer to situations whereby a shareholder acquires and holds less than 50% of the share capital or voting rights of a company. Minority shareholdings may either confer ‘control’ or ‘influence’ upon the acquirer, or they may qualify as ‘non-controlling’ (also known as ‘structural links’). Economic theory suggests that all types of minority shareholdings in competitors may give rise to anticompetitive concerns of different nature and degree depending on the circumstances. However, the extent to which key competition law regimes in Europe and the US can capture and remedy potentially anticompetitive ‘non-controlling’ minority shareholdings under their merger control or antitrust rules varies.

Keywords: minority shareholdings, structural links, competition law, antitrust, partial acquisitions, corporate control, passive investment, common ownership, horizontal shareholding

JEL Classification: K21, L22, L40