Mergers or other transactions that bring about change-of-control over businesses with an impact on the relevant markets (“concentrations”) in the European Union, when exceeding the relevant national or EU merger-filing thresholds, require prior notification to and a review by the relevant national authority or with the European Commission (the Commission). Failure to notify such planned concentrations before completion (“gun jumping”) is often not intentional but rather the result of a mistake made by either a party or its advisors. Gun jumping generally occurs in one or more of the following circumstances:

• a misinterpretation, whether a letter of intent or other prearrangement, de facto transfers control over a company prior to completion;
• failure to acknowledge whether an acquisition of a minority stake in a company de facto gives control; or
• a misperception of what constitutes negative control in certain multiparty situations, like joint ventures.

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