EC: Certain US Companies Can't Merge Without EU Approval

By Scott M. Fulton, III | Published September 25, 2007, 9:27 AM

An official spokesperson for the European Commission, in response to our questions regarding procedures for reviewing the proposed merger between Google and DoubleClick, told BetaNews this morning that under EU law, any two companies anywhere in the world whose projected post-merger annual revenue from European customers would exceed 250 million euros is subject to regulatory approval there.

While declining specific comment on these two companies, EC press officer for competition policy Linda Cain wrote to BetaNews, "In general terms, under the EU Merger Regulation, proposed mergers must be notified to the European Commission if the annual turnover of the combined businesses exceeds specified thresholds in terms of global and European sales (5 billion euros annual global combined turnover, each party having at least 250 million euros annual turnover in Europe). All proposed mergers notified to the Commission are examined to see if they would significantly impede effective competition in the EU."

Cain directed us to a Web page explaining EU merger policy in further detail. Below the revenue threshold she indicated, all proposed mergers may be reviewed by EU member states at their discretion. The page, entitled "Mergers: Overview," defines mergers as "companies combining forces," without any reference to their native geography.

Though the Web page certainly cannot be interpreted as law, it does put forth another important threshold that may inevitably work against Google and DoubleClick: "All proposed mergers notified to the Commission are examined to see if they would significantly impede effective competition in the EU," the page reads. "If they do not, they are approved unconditionally. If they do, and no commitments aimed at removing the impediment are proposed by the merging firms, they must be prohibited to protect businesses and consumers from higher prices or a more limited choice of goods or services. Proposed mergers may be prohibited, for example, if the merging parties are major competitors or if the merger would otherwise significantly weaken effective competition in the market, in particular by creating or strengthening a dominant player. However, not all mergers which significantly impede competition are prohibited." [emphasis ours]

Almost by definition, any corporation - especially a retail business, but certainly also an advertising firm - that conducts a share of its business over the Internet is a global concern that can be considered as having European customers. Thus it would appear that future mergers of this kind anywhere in the world may find themselves bound by European regulatory review, which in this case adopts a much narrower standard for approval (avoiding "dominance") than US law.

Here is where comScore's August search rankings, giving Google more than half the US search market, may not bode all that well for the company after all.

Cain also stated the EC's self-imposed deadline for a decision on this matter is October 26, implying that deadline would not be extended.

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if the merging parties are major competitors or if the merger would otherwise significantly weaken effective competition in the market, in particular by creating or strengthening a dominant player. However, not all mergers which significantly impede competition are prohibited.

This is too funny.

Let me paraphrase:

We will not allow this to happen when these conditions exist. Of course, we reserve the right to change our minds in certain cases for any reason.

EU: No checks, no balances, just government run rampant, wherever the tide of public opinion takes them.

This was proven earlier by a comment made by them regarding how regulation would only be brought down if the majority of the population polled were in favor of it. (regarding Google, I believe. Don't remember the exact issue. it was posted here.)

Mob rule. Gotta love it.

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Just obay, b****es.

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Hey guys, back to the subject of the article (what a shocking thought): start here and dig your way down http://www.ftc.gov/bc/mergerfaq.shtm

You'll find that we do the same with business M&A's which involve foreign ownership. The headline of this article is not incorrect, but it seems to be invoking an ill-informed response from many of the comments posted. This page is also a good reference: http://www.ftc.gov/oia/about.shtm

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>>By Hocuspokus "I'm SO out of focus"
>>What "socialist countries"?
>>Do you even know what defines a "socialist >>country"?

"Socialism refers to a broad array of doctrines or political movements that envisage a socio-economic system in which property and the distribution of wealth are subject to control by the community[1] for the purposes of increasing social and economic equality and cooperation. This control may be either direct—exercised through popular collectives such as workers' councils—or indirect—exercised on behalf of the people by the state."

Hey, you babies are the one's decrying Windows and iTunes. Waaaaaaaaaaaaaaaaaaaaaaaaaaaaa!!!

If you don't like them, use something else. But since you think they are monopolies, perhaps the real problem is that you geniuses are unaware of competing products?

One wonders why the EU hasn't gone Linux. And why, pray tell, since Apple and other music sites are so heinous and abusive, why hasn't anyone in the EU started a 'fair and just' music download site??? Are you you folks just to stupid to do so?

Either grow up or learn to change your own diapers. Its not someone else's responsibility to wipe your asses.

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Clearly you are unaware that a "socialist country" is defined by one where the state/public sector account for more than 50% of the economic activity of that state.

Same as you thought the EU was 90yrs old.

You're an embarrassingly ignorant trolling kiddie.

Go bore someone else with your infantile, vacuous, ludicrously idiotic & utterly laughable comments.

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This is not news to anyone that deals with international mergers. The same laws go both ways and in all directions. They have for years.

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The EU has some of the dumbest laws. Making monopolies illegal is just plain stupid. Monopolies should always be legal unless the company in question abuses their dominant market position. Monopolies don't harm consumers and not allowing them at all will largely eliminate innovation.

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Monopolies are invariably only good for the monopolist, not the wider public.

Monopolies are the absolute anathema for innovation.

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Socialist countries decry monopolies...

ROFLMAO

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Yeah, there are no companies in Europe ...

Which socialist countries are you talking about? I suppose you might have to invade us if we're socialist.

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What "socialist countries"?

Do you even know what defines a "socialist country"?

There is not a single member of the EU where 50% and more of the total economic activity is from the state/public sector.

Once again your laughable ignorance is displayed for all to see.

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Monopolies are the unspoken goal of most innovative companies.

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"Monopolies are the unspoken goal of most innovative companies."

- Precisely, it's a wholly understandable and natural tendancy.

Which is why it is entirely correct for the elected officials and representitves of 'the people' to frame law and regulations in such a way that this wholly understandable and natural tendancy is not allowed to act against the public's interest.

It is entirely false to pretend that businesss and corporate interests are always the same as those of the wider general public.

......as can be seen very clearly everytime a company or group of companies get themselves in a situation where they can manipulate prices (without any credibel regulatory or competitive 'brake') and gouge the public.

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Why is there such a stir? There are international agreements that regulate such cases. In the past there were mergers on the financial sectors (among European firms) which the U.S. had to approve. No big deal at all.

This article is total crap.

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If there were a way to somehow legally merge two companies--but to remain as two separate companies in the EU--then the EU would be overreaching. Since I don't know of any possible way of doing this legally, however...the EU can virtually stop the merge altogether (meaning google either doesn't merge or the EU can say bye-bye to google).

Bottom line is that ultimately the EU can't physicaly prevent two US companies from merging if they provide goods or services separate from the EU. The problem is that whether the companies are EU based or not, google still provides goods and\or services to EU countries, so they have say over what goods and services google provides to their jurisdiction.

Again, google just needs to find a way to legally merge everywhere except in the EU countries, so Google's services to the EU do not include anything with doubleclick, and doubleclick legally remains a completely separate entity in EU as well. Heh, how can they do that though?

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Well, they haven't even been denied the merger in the EU - the EU just wants to look at it.

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Maybe Australia, China, Timbuktu and the roughly 190 other independent countries should have to approve the merger, too. It is starting to feel like the old world misses being world superpowers, and since they couldn't get back that power independently they've grouped together and are trying to team up on the rest of the world, or at least the US.

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Thats as dumb as saying Texas couldn't be a superpower so they banded up with the 49 other states ...

Nobody expects any 1 country in Europe to be a super power, the biggest population is 80 from Germany ...

490 million ... hmm, super power.

Trust me, when India and China (1 billion each) take hold, your 300 million population won't be so great ...

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So you think China and India should have a say when EU companies that do business with them want to merge? To be fair, shouldn't the EU should take an active interest in the approval of mergers between Chinese companies, mergers between Indian countries, and even mergers between companies in smaller less known countries, too?

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Yup.

I foresee yet another French tractor blockade of EuroDisney.

And they say the Euros aren't sophisticated. But then the Frogs' idea of a democratic revolution is a nifty technique called "genocide". No wonder the Euros weren't about to address the Bosnian situation. They were just trying to implement 'democracy'.

Yup, they have a lot to teach us all.

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"No wonder the Euros weren't about to address the Bosnian situation."

- Wow talk about OT.

.....and the recent right-wing US revisionism gone crazy.

Frankly you're dead wrong.

If you care about the actual history of what happened then check it out -

http://www.bosnia.org.uk...d=1041&reportid=162

http://www.bosnia.org.uk...ws_body.cfm?newsid=1549

Actually it was the right-wing pre-1997 UK Gov that refused to sanction action (due to interests the links above refer to) and the post 1997 Blair Gov that pursuaded a very reluctant USA of the case for intervention in Bosnia.

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The laugh is that the US had to be asked at all as the Euros sat on their...wait for it...collective asses.

Revisionism your ass. The Euros should learn to take care of their problems before running to the US for anything... But then the concept of refrigeration and ice is a rather complex concept, and we certainly wouldn't want to inconvenience any of the French who were too busy on holiday to claim their relatives' bodies as the morgues overflowed due to the temperatures reaching 100!

So please Explain why the US should have had any role at all? And why the US should have paid for, or incurred any loss of life at all??? Or is this another case of the EU determining who should pay for the EU's problems. Of course the EU is reimbursing the US for their efforts, aren't they?

Yeah, right. Just another case of sitting on their asses ands whining. A routine the EU has raised to an art form over the past 90 years.

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The EU is amazing, how the hell did they manage to do something 40 years before it even existed?

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"So please Explain why the US should have had any role at all?"

- If you want to amuse yourself giggling as you pi*s over the graves of those lost in this tragedy then you work away.

Clearly you neither know nor want to know anything about the reality of what happened nor the reasons behind NATO's proceedures & slow response.

Speaking as a Brit (a 'people' who once took being anti-French to an art form) I find your digs against the French plodding, purile & utterly pathetic.

"A routine the EU has raised to an art form over the past 90 years."

- 90 years"!?

Well, that just sums up the level of ignorance displayed all the way through in your posting here so far.

The present 'EU' has only been in existance for 15 years (it came into being in Feb 1992) and the preceeding EEC came into being in 1957, 50 years.

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Before too many high-horses get leapt upon.....

I think it's just worth bearing in mind that anyone trying to read too much into a superficial headline & couple of comments when this is an incredibly complex area of legislation is on to a loser from the off.
Like all business law it'll be incredibly complex and nothing like the easy read presented here.

Generally speaking tho I'm all for someone - anyone - standing up against the 'we can bl*ody well do almost anything we like and there's not a damned thing you can do about it' global corporations.
It's long past time our Govs did, IMO.

Once again, kudos to the EU for making a stand for the people of Europe.

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*laughs*

Why?

Because we say so.

Sorry. We declared our independence quite some time ago, guys. We've long ago "moved out of the house". It was fun while it lasted, sure, but we're not living under your roof anymore.

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Meanwhile, how's your piddly USDollar doing next to the Euro? Looks like they're kicking amerikan butt all over. (Add China, Russia, England, and just about everyone else to that list.) You don't like the EU's rules, then hock your useless crap somewhere else — they could do without another Microsoft product, trust me.

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lmao...

The EU can limit and restrict incoming products all they want, El Clueless One. That's not the issue here.

trust me.

I do. I trust that you will continue to troll this forum and DonationCoder until you get a life or your Mom kicks your a** out.

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Its a tough call ... on the one hand they are doing business in Europe but on the other, its not on EU soil.

A lot different than Microsoft I guess, who have offices here and ship physical products into the EU.

I think either Google or Doubleclick will definately have offices here, so they should be subject to our regulatory approval - but what would stop them taking their offices to the US and operating from there? We can't exactly intercept cheques sent to publishers.

Its a very tough call.

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the EU... The new world order ??

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Who do they think they are ? the Roman Empire ?

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I'm glad the e.u. is trying to avoid our fatal economic flaws. We boast about competition in the U.S.. However, it is unclear where this delusion is derived when applied to Walmarts, AT&T, Comcast and others. Europe is built on mom and pop shops and our delusion of competition would only be a infection on their society.

We might learn to follow some of their ideas, like health care for all citizens, except those who too rich and shorter work weeks for the working class who make the rich richer.

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It's interesting that you point to two regulated monopolies in your example. If you don't like how AT&T and Comcast act complain to the regulatory board in your area that overseas them.

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They broke up Mom Bell some 20 years ago, and look what happen now? Verizon own the east cost, and AT&T own the west.

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for your information, the almighty gods of American communications is the FCC. (Regulatory board my *ss!)

obviously, you don't know America very well.

rumor has it that Walmart wants to build a Supercenter inside the ancient colosium in Rome and sell discount French Champagne. Then all the little stores and shops in the vicinity and owned by generations of famalies will go out of business.

AT&T has been eyeballing the Eiffel Tower. Not only can it be used as an atennea but the AT&T Globe would look pretty good on it. They will make life easier for everyone by buying up telecommunications company in each European country and make it into one big large.

may God help Europe if "American Style Competition" gains a foothold because companies like these vanquish the competition.

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I think that the EU should only regulate corporations that are incorporated in Europe. What I specifically mean is that foreign companies should not require the authorization to merge in countries they're not incorporated in. I think the EU is overreaching.

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Wow, great idea.
Let's set up a company in China and sell our products in the US. According to you we wouldn't have to follow any US laws. Lead is perfectly acceptable in China. If your American kids don't like it, tough.

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That is an odd statement considering that that would mean foreign companies are free to do whatever they want on European soil, because they are incorporated somewhere else.

If I visit the US, don't I need to oblige to US laws?

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Only if you're NOT from mexico.
-double post...sorry

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"If I visit the US, don't I need to oblige to US laws?"

Only if you're NOT from Mexico.

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You are reading more into Treize's comment than he actually said... If you want to move your US company to China and make stuff with lead in then, by all means, knock yourself out if it's legal there. But if you want to bring that low-grade trash to the US then the US can tell you to get bent and suck on a lead pipe (if they ever find out what your are doing in the first place...) The US or the EU cannot and should not be able to tell companies in other countries how to operate - only place restrictions on the stuff that comes to their countries. If the EU can stop Google and Doubleclick, then if by some bizarre quirk BMW and Ferrari decided to merge; the US could claim a say in the matter, as well. And that would be wrong... (on so many levels.) But the principle would seem to be the same.

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This has nothing to do with selling products. It has to do with two AMERICAN companies seeking to merge. I don't get why the EU would have a say in this.

If it were an EU company and an American company - then yes, I could see them having concerns, but they are not seeking to form an EU corporation - so this should not even be in their jurisdiction.

What if you had the two companies here in the US - they did not sell overseas, but they merge (approval through the USA - since they are US companies) and then decide to do business overseas because they now have the means and money to do so. Would the EU step up and say that they are not allowed to have merged at this point? I don't think so.

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This has nothing to do with products. It's a business merger.

Of course the EU/EC should be able to enforce product standards if they choose to. Any company is free to make a separate product to meet those standards, exit the market in that country, or change all products to meet all standards (if possible).

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Sure. But while businesses must conform to certain governance in every country they operate within, this does not grant every company jurisdiction over their name, their board, or buyout/mergers other than the country in which the business is based/incorporated.

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If the companies in question are both making money off of the people in the EU and the merger effects businesses within the EU, why shouldn't the EU have a say in a potential merger?

I assume there are a couple advertising companies in Europe.
They have privacy concerns about the merger just as Americans do.

Isn't this process better than saying nothing while the merger rolls unblocked through America, and then the commission says "No, you can't do business here"?

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If there was only a way that doubleclick and google could merge in every country except for EU countries... :D

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Actually, yes they would.

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If the companies in question are both making money off of the people in the EU and the merger effects businesses within the EU, why shouldn't the EU have a say in a potential merger?

No. Because they are not EU companies.

Isn't this process better than saying nothing while the merger rolls unblocked through America, and then the commission says "No, you can't do business here"?

Better is subjective. While the world seems to be currently under the impression that the US can do no right, it does not reflect reality. You are certainly welcome to your opinion, and if the EC desires to make objection, it will be taken under consideration I am sure. But as I stated above, the US is not a territory or province under EC governance. Apparently they still think we're a colony of theirs...

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