Clifford Chance

• The UK's National Security and Investment Act 2021: Learnings from the Final Orders issued in the first 12 months In the first 12 months of the UK's new national security regime, 14 transactions have been subject to Final Orders, including 5 prohibitions, 9 conditional clearances and 8 deals with a connection to China. Aniko Adam Counsel 4 January 2023 Read more about The UK's National Security and Investment Act 2021: Learnings from the Final Orders issued in the first 12 months
  • United Kingdomjurisdiction:europe/western_europe/united_kingdom
• FTC Proposes Sweeping Ban on Noncompete Clauses The FTC proposed a rule that departs from decades of legal precedent and ignores procompetitive justifications by looking to ban noncompetes in almost every situation. Sung Shin Associate 11 January 2023 Read more about FTC Proposes Sweeping Ban on Noncompete Clauses
  • United Statesjurisdiction:americas/north_america/united_states
• Outbound Investment Among the Biden Administration's 2023 Priorities The Biden Administration has once again signalled to the creation of an outbound investment review mechanism and provided federal funding to the U.S. Departments of Commerce and Treasury to consider establishing the regime. Weisiyu Jiang Associate 16 January 2023 Read more about Outbound Investment Among the Biden Administration's 2023 Priorities
  • United Statesjurisdiction:americas/north_america/united_states
• Imputation of liability and treatment of exclusivity under the EU prohibition on abuse of dominance In its January 2023 Unilever Italia judgment, the European Court of Justice ("ECJ") ruled on two important practical aspects of the application of the EU prohibition on abuse of dominance under Article 102 TFEU. Paschalis Lois Lawyer 1 February 2023 Read more about Imputation of liability and treatment of exclusivity under the EU prohibition on abuse of dominance
  • Europejurisdiction:europe
• 10 antitrust trends financial services firms should be watching in 2023 In 2023, competition authorities are set to continue to closely scrutinise the financial services sector. Daniel Schwarz Senior Associate 2 February 2023 Read more about 10 antitrust trends financial services firms should be watching in 2023
  • Internationaljurisdiction:international
• OECD sheds light on two years of EU FDI screening mechanism In its report published two years after the EU FDI screening mechanism came into force, the OECD identifies benefits of the mechanism but also lists 12 issues that any reform could addresses as a priority Emily Xueref-Poviac Counsel 7 February 2023 Read more about OECD sheds light on two years of EU FDI screening mechanism
  • Europejurisdiction:europe
• The CMA cannot compel foreign parents with no UK connection to provide information The UK Competition Appeal Tribunal (CAT) has ruled that the Competition and Markets Authority (CMA) has no power to compel responses to information requests from foreign parent companies with no connection to the UK, other than their UK-based subsidiaries. Greg Olsen Partner and Head of London Antitrust Practice 9 February 2023 Read more about The CMA cannot compel foreign parents with no UK connection to provide information
  • United Kingdomjurisdiction:europe/western_europe/united_kingdom
• French Court of Appeal overturns French Competition Authority decision on disparagement in the pharma sector The Court of Appeal quashed the French Competition Authority's decision fining Novartis, Roche and Genentech EUR 444 million for abusing their collective dominant position, providing welcome clarity on the legal test to assess communications by pharmaceutical companies to the public and to health authorities. Amélie Lavenir Counsel 27 February 2023 Read more about French Court of Appeal overturns French Competition Authority decision on disparagement in the pharma sector
  • Francejurisdiction:europe/western_europe/france
  • Europejurisdiction:europe
• More clarity on competitors working together towards sustainability goals Sustainability is raising issues within competition law and various regulators in Europe are becoming increasingly vocal about enforcement policies in their own and other countries. Both in the daily press and in the recent Journal of Antitrust Enforcement, Martijn Snoep, the Chairman of The Netherlands Authority for Consumers and Markets (ACM) advocates far-reaching horizontal cooperation among competitors aimed at reaching sustainability goals. Frans Muller Counsel 9 March 2023 Read more about More clarity on competitors working together towards sustainability goals
  • European Union (EU)jurisdiction:europe/european_union_eu
  • Netherlandsjurisdiction:europe/western_europe/netherlands
• CFIUS Scuppers Another Semiconductor Transaction The abandonment of the Wise Road Capital - Magnachip merger on CFIUS grounds sends a message that parties should not underestimate the scope of CFIUS jurisdiction or the depth of due diligence in the US FDI mechanism. 11 January 2022 Read more about CFIUS Scuppers Another Semiconductor Transaction
  • Americasjurisdiction:americas
• CMA updates penalty setting guidance for competition investigations The UK's Competition and Markets Authority (CMA) has issued revised guidance on penalty setting in Competition Act cases. The revised guidance suggests an appetite to issue larger fines going forward. Nissim Massarano Senior Associate 3 January 2022 Read more about CMA updates penalty setting guidance for competition investigations
  • Europejurisdiction:europe
• EU Whistleblower Protection Directive: safeguarding effective access to leniency The increased protection of employees who report antitrust infringements may impact companies' ability to identify antitrust breaches and successfully apply for immunity from fines. Aleksander Tombiński Counsel 13 January 2022 Read more about EU Whistleblower Protection Directive: safeguarding effective access to leniency
  • Europejurisdiction:europe
• Extension of Australia's national security investment protections An expansion to Australia's critical infrastructure legislation sees an extension to the scope of the foreign investment restrictions applying to national security businesses. Alexander Duffy Senior Associate 17 January 2022 Read more about Extension of Australia's national security investment protections
  • Asiajurisdiction:asia
• New trends and consolidated practice in the protection and promotion of competition in Italy The Italian Competition Authority ("ICA") published its annual report for 2020/2021. Data show a significant increase in alternative enforcement tools as well as a special focus on digital markets. 17 January 2022 Read more about New trends and consolidated practice in the protection and promotion of competition in Italy
  • Europejurisdiction:europe
• U.S. Federal Trade Commission Announces Updated HSR Act Thresholds And Maximum Civil Penalty Amounts The revised thresholds affect which transactions are required to file pre-merger notifications with the U.S. antitrust authorities and determining the filing fees parties to a transaction must pay. Timothy Cornell Partner 14 February 2022 Read more about U.S. Federal Trade Commission Announces Updated HSR Act Thresholds And Maximum Civil Penalty Amounts
  • Americasjurisdiction:americas
• U.S. DOJ, FBI to Focus on Collusive Conduct Related to Supply Chain Disruptionsd The Department of Justice has announced that it would be working with domestic and international partners to further scrutinize collusive conduct relating to the ongoing pandemic-related supply chain issues. Brian Concklin Partner 21 February 2022 Read more about U.S. DOJ, FBI to Focus on Collusive Conduct Related to Supply Chain Disruptionsd
  • Americasjurisdiction:americas
• Should foreign investors be concerned about the new National Security Review measures in China? In this note, we intend to share our practical experience over the past year in helping clients navigate through the new Chinese National Security Review (NSR) regime. Yong Bai Partner 8 March 2022 Read more about Should foreign investors be concerned about the new National Security Review measures in China?
  • Asiajurisdiction:asia
• Japan Fair Trade Commission issued a report on potential antitrust issues relating to IPOs in Japan The JFTC indicates that it may be anti-competitive if a lead manager suggests issuers a very low offering price without enough explanation to the issuers. Masafumi Shikakura Counsel - Head of Japan Antitrust 16 March 2022 Read more about Japan Fair Trade Commission issued a report on potential antitrust issues relating to IPOs in Japan
  • Asiajurisdiction:asia
• Digital Markets Act: European Parliament and Council seal the deal The EU has reached agreement on the Digital Markets Act (DMA), the new EU legislation regulating online services. Companies designated as "gatekeepers" will likely need to comply with the DMA's prohibitions and obligations in the second half of 2023. Ana Hergouth Lawyer 25 March 2022 Read more about Digital Markets Act: European Parliament and Council seal the deal
  • Europejurisdiction:europe
• Antitrust class actions: UK Tribunal's judgment in first opt-out class carriage dispute On 31 March 2022, the Competition Appeal Tribunal (“CAT”) handed down an important judgment regarding antitrust collective proceedings in the UK. The Tribunal considered three issues: (1) whether the Tribunal should permit the collective proceedings to proceed (the “Certification Issue”); (2) if so, whether they should proceed on an opt-in or an opt-out basis (the “Opt-in vs Opt-out Issue”); and (3) which proposed class representative (“PCR”) should be permitted to take the collective proceedings forward (the “Carriage Issue”). Ben Jasper Senior Associate 7 April 2022 Read more about Antitrust class actions: UK Tribunal's judgment in first opt-out class carriage dispute
  • United Kingdomjurisdiction:europe/western_europe/united_kingdom
• Dutch cross-sector FDI-regime proposal passed with widespread political support in House of Representatives On the 19th of April 2022, the cross-sector foreign direct investment screening act ("Act", Wet veiligheidstoets investeringen, fusies en overnames) was passed in the Dutch House of Representatives (in Dutch: Tweede Kamer) without a dissenting vote and therefore with widespread political backing. The original proposal has already been discussed in detail here. Frans Muller Counsel 26 April 2022 Read more about Dutch cross-sector FDI-regime proposal passed with widespread political support in House of Representatives
  • Netherlandsjurisdiction:europe/western_europe/netherlands
• Polish FDI control - Status Quo. Although almost two years have passed since the introduction of the general foreign direct investment ("FDI") control regime in Poland, there have only been a handful of cases and no comprehensive practice has been established yet. Iwona Terlecka Counsel 26 April 2022 Read more about Polish FDI control - Status Quo.
  • Polandjurisdiction:europe/central_and_easterneuropeandthecis/poland
• CMA not immune from costs orders says Supreme Court On 25 May 2022, the Supreme Court handed down an important judgment relating to appeals against decisions by public authorities (Pfizer and Flynn v CMA [2022] UKSC 14) (here). Luke Tolaini Partner 27 May 2022 Read more about CMA not immune from costs orders says Supreme Court
  • United Kingdomjurisdiction:europe/western_europe/united_kingdom
• Failure to notify and gun jumping: the French Competition Authority fines both infringements in one decision for the first time In a decision 22-D-10 from 12 April 2022, the French Competition Authority ("FCA") fined Cofepp €7 million (approx. 1% of its turnover generated in France in 2020), for both failing to notify its acquisition of Marie Bizard Wine & Spirits ("MBWS") and completing the merger ahead of clearance. Salomé Haddou Avocat 30 May 2022 Read more about Failure to notify and gun jumping: the French Competition Authority fines both infringements in one decision for the first time
  • Europejurisdiction:europe
• The UK's national security and investment regime: Key insights from the first quarter On 16 June 2022, Business Secretary Kwasi Kwarteng published the government's first annual report on the UK's national security and investment regime. Josh Kennion Lawyer 20 June 2022 Read more about The UK's national security and investment regime: Key insights from the first quarter
  • Europejurisdiction:europe
• Belgium: Agreement on a new cross-sector foreign investment screening mechanism The Belgian governments have reached a cooperation agreement to put in place a foreign investment screening mechanism to safeguard Belgium's critical infrastructure. Jonathan Blondeel Lawyer 21 June 2022 Read more about Belgium: Agreement on a new cross-sector foreign investment screening mechanism
  • Europejurisdiction:europe
• EU General Court annulled the EC's decision imposing a near-billion euro fine on Qualcomm The judgment is a rare full annulment in an abuse of dominance case, and the first of an Article 102 TFEU decision adopted by Commissioner Margrethe Vestager Sabra Ferhat Senior Associate 14 July 2022 Read more about EU General Court annulled the EC's decision imposing a near-billion euro fine on Qualcomm
  • Europejurisdiction:europe
• New market guidance on UK national security filings On 19 July 2022, the UK Department for Business, Energy & Industrial Strategy ("BEIS") published new market guidance notes in relation to the National Security and Investment Act 2021 (the "NSIA"). Aniko Adam Counsel 25 July 2022 Read more about New market guidance on UK national security filings
  • United Kingdomjurisdiction:europe/western_europe/united_kingdom
  • Europejurisdiction:europe
• Important clarification on what constitutes 'sensitive technology' to be captured by the forthcoming Dutch cross-sector FDI-regime On 18 July 2022, two proposed ministerial decrees that will supplement the cross-sector foreign direct investment screening act ("Act", Wet veiligheidstoets investeringen, fusies en overnames) have been published for consultation. Importantly, the scope of 'sensitive technology' captured in the Act is clarified. Stakeholders had the chance to share their opinion on the proposals until 22 August 2022. The Act itself has already been discussed in detail here and its latest amendments here. Frans Muller Counsel 17 August 2022 Read more about Important clarification on what constitutes 'sensitive technology' to be captured by the forthcoming Dutch cross-sector FDI-regime
  • Europejurisdiction:europe
• U.S. Lawmakers Seek to Establish Outbound Investment Review Regime Recent legislative developments indicate that an investment review mechanism similar to CFIUS may soon apply to U.S. outbound investments. If adopted, U.S. persons and entities interested in investing overseas may need to go through a "reverse CFIUS" process before engaging the outbound transactions. Renee Latour Partner 30 August 2022 Read more about U.S. Lawmakers Seek to Establish Outbound Investment Review Regime
  • United Statesjurisdiction:americas/north_america/united_states
• CMA's 'Wide Most Favoured Nation' Decision Overturned in the Compare the Market Case The UK's Competition Appeal Tribunal (CAT) overturned the Competition and Markets Authority's (CMA) "most favoured nation clauses" decision in the Compare the Market (CTM) case (Decision). Nissim Massarano Senior Associate 1 September 2022 Read more about CMA's 'Wide Most Favoured Nation' Decision Overturned in the Compare the Market Case
  • United Kingdomjurisdiction:europe/western_europe/united_kingdom
  • Europejurisdiction:europe
• Fortifying Existing Measures: A New Executive Order for CFIUS Reviews President Biden's new Executive Order strengthens existing CFIUS review standards and highlights the focus on US national security. Renee Latour Partner 28 September 2022 Read more about Fortifying Existing Measures: A New Executive Order for CFIUS Reviews
  • United Statesjurisdiction:americas/north_america/united_states
• The CNMC imposes gun jumping fines for failure to notify transactions meeting the Spanish market share threshold Companies should be cautious and carry out reasonable assessments prior to disregarding the need to notify a transaction based on the Spanish market share threshold María Begoña Barrantes Counsel 21 September 2022 Read more about The CNMC imposes gun jumping fines for failure to notify transactions meeting the Spanish market share threshold
  • Europejurisdiction:europe
• Recent amendments to the Italian Golden Power regime: the pre-notification procedure The Italian government has (finally) introduced a prenotification procedure in the Italian investment screening mechanism, which allows companies to obtain a preliminary assessment on the applicability of the Italian Golden Power regulation to proposed transactions. Luciano Di Via Partner 23 September 2022 Read more about Recent amendments to the Italian Golden Power regime: the pre-notification procedure
  • Europejurisdiction:europe
• The Digital Markets Act has been published in the Official Journal The Digital Markets Act (DMA), the novel regulatory regime for large digital companies - the so-called gatekeepers - has been published in the Official Journal (OJ) of the European Union today. Ana Hergouth Lawyer 12 October 2022 Read more about The Digital Markets Act has been published in the Official Journal
  • European Union (EU)jurisdiction:europe/european_union_eu
• UK Government announces Subsidy Control Act will come into force on 4 January 2023 From 4 January 2023, certain subsidies must be notified to the Competition and Market Authority's Subsidy Advice Unit, and subsidy decisions by public authorities can be appealed to the UK's Competition Appeal Tribunal. Nissim Massarano Senior Associate 21 October 2022 Read more about UK Government announces Subsidy Control Act will come into force on 4 January 2023
  • United Kingdomjurisdiction:europe/western_europe/united_kingdom
• The unusual features of the European Commission's Decision in the video game geo-blocking case The Decision illustrates the Commission's renewed determination to encourage cross-border trade of digital sector products and services and copyrighted works. Sabra Ferhat Senior Associate 27 October 2022 Read more about The unusual features of the European Commission's Decision in the video game geo-blocking case
  • Europejurisdiction:europe
• Gaming under the competition spotlight The expansion of the video gaming industry has drawn increased scrutiny by competition authorities. In this article, we summarise recent competition law developments in the gaming industry Daniel Schwarz Senior Associate 23 November 2022 Read more about Gaming under the competition spotlight
  • Europejurisdiction:europe
• Algorithms breach the Anti-Monopoly Act – court decision in Japan Tokyo District Court decided in a recent case that manipulating rankings using an algorithm constituted an abuse of a superior bargaining position and a breach of the Anti-Monopoly Act. Machiko Ishii Qualified Lawyer 7 December 2022 Read more about Algorithms breach the Anti-Monopoly Act – court decision in Japan
  • Japanjurisdiction:asia/north_asia/japan
• The UK National Security & Investment Act: Application to foreign transactions Acquisitions of overseas entities and assets could be caught by the new UK national security regime which is due to come into force fully on 4 January 2022. Aniko Adam Counsel 9 September 2021 Read more about The UK National Security & Investment Act: Application to foreign transactions
  • United Kingdomjurisdiction:europe/western_europe/united_kingdom
• German FDI: Exemption from the closing prohibition for transactions via a stock exchange The German government introduced a new exemption from the closing prohibition for transactions which are conducted via a stock exchange. Dimitri Slobodenjuk Partner 9 September 2021 Read more about German FDI: Exemption from the closing prohibition for transactions via a stock exchange
  • Europejurisdiction:europe
• FDI screening mechanism – heading to transatlantic stronger integration The EU Foreign Direct Investment Screening Regulation allowed for greater communication between EU Member States and with the European Commission. Following the launch in June 2021 of the EU-US Trade and Technology Council (TTC), integration will also be increased with the United States. Emily Xueref-Poviac Counsel 9 September 2021 Read more about FDI screening mechanism – heading to transatlantic stronger integration
  • Europejurisdiction:europe
  • Americasjurisdiction:americas
• Secretary of State intervenes in the acquisition of UK graphene firm on national security grounds The acquisition by Taurus of Welsh advanced materials firm Perpetuus is the latest in a flurry of on-going formal and informal national security reviews in the UK. Aniko Adam Counsel 22 September 2021 Read more about Secretary of State intervenes in the acquisition of UK graphene firm on national security grounds
  • Europejurisdiction:europe
• French Competition Authority launches a public consultation on its new compliance programme framework document The French Competition Authority recently launched a public consultation on its new Framework Document on competition compliance programmes. The FCA recalls that a compliance programme will help companies prevent the risk of anticompetitive conducts but also detect possible infringements as early as possible, and effectively react. It then provides some concrete guidance on key elements of a robust compliance programme. Amélie Lavenir Counsel 29 October 2021 Read more about French Competition Authority launches a public consultation on its new compliance programme framework document
  • Europejurisdiction:europe
• New Luxembourg draft bill introducing a framework for the screening of foreign direct investments Luxembourg is adopting a framework for the screening of foreign direct investments in a Luxembourg entity exercising a critical activity in Luxembourg likely to affect security or public order. Ada Schmitt Counsel 19 October 2021 Read more about New Luxembourg draft bill introducing a framework for the screening of foreign direct investments
  • Europejurisdiction:europe
• Some statistics from the German Federal Cartel Office (FCO) The FCO published its annual report for 2020/2021. Key takeaways: A further decline of merger control cases, fewer leniency applications and a focus on the digital economy. Anne Filzmoser Senior Associate 4 October 2021 Read more about Some statistics from the German Federal Cartel Office (FCO)
  • Europejurisdiction:europe
• Merger control and FDI interplay: Article 21 as a potential tool towards further convergence in FDI rules The European Commission opened an investigation against Hungary for a potential breach of Article 21 of the EU Merger Regulation following Hungary's veto of VIG's acquisition of AEGON's Hungarian subsidiaries under its Foreign Direct Investment ("FDI") screening regime. Georgios Yannouchos Counsel 22 November 2021 Read more about Merger control and FDI interplay: Article 21 as a potential tool towards further convergence in FDI rules
  • Europejurisdiction:europe
• Netherlands: Introduction of new cross-sector FDI-regime On the 30th of June 2021, the Minister of Economic Affairs and Climate ("Minister") submitted a proposal for a cross-sector foreign direct investment screening act ("Act"). The proposed Act will serve as a review mechanism for investments that could pose a risk to the national security of the Netherlands. Frans Muller Counsel 8 November 2021 Read more about Netherlands: Introduction of new cross-sector FDI-regime
  • Europejurisdiction:europe
• Germany - The new coalition agreement: More progress in competition law? The coalition agreement of the new government in Germany has the title "Daring more progress. Alliance for freedom, justice and sustainability". What does it mean for the future of competition law in Germany? Arne Gayk Senior Associate 20 December 2021 Read more about Germany - The new coalition agreement: More progress in competition law?
  • Europejurisdiction:europe
• Spain extends the suspension of liberalisation of investments by EU/EFTA investors to 2022 year end. Spain extends the suspension of liberalisation of certain investments by EU/EFTA investors to 2022 year end, considering the measure justified due to the economic context created by the Covid-19 crisis. Carme Briera Counsel 13 December 2021 Read more about Spain extends the suspension of liberalisation of investments by EU/EFTA investors to 2022 year end.
  • Europejurisdiction:europe

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