[The Significance of Sony/BMG Merger Case and its Impact on EU Merger Regulations]

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Abstract

Mergers and Acquisitions have become popular with companies using them to gain strategic advantages, thus achieving certain goals and competitiveness in a globalised market. This dissertation highlights the significance and influence of merger between Sony and BMG, two of the recognised music recording firms. The first chapter deals with the history of the development of European Union regulations on merger and acquisition. The relevant cases are also included in this chapter. The concept and development of substantive test with regards to merger regulation 4064/89, and other related topics are covered in the second chapter. The third chapter covers the provisions and implementation of new merger regulation 139/2004. The fourth chapter is based on the main case study of Sony/BMG merger and the decisions of European Court of Justice and the Court of First Instance. The fifth chapter discusses the significance and consequences of Sony BMG merger on the current EU legislations regarding mergers and acquisitions.

Table of Contents

Abstractii

Introduction1

Background4

Purpose of the Study6

Aims and Objectives of the Study7

Rationale of the study7

Significance of Study9

Historical background for the EU merger regulation14

Development of regulation till reg. 4064/8917

Summary18

Chapter 1: The Development of Substantive Test20

Development of Substantive Test20

Regulation 4064/8922

Gencor Case26

GE/Honeywell Case29

Airtours/First Choise case31

Chapter 2: The development of substantive tests from dominant test to substantial lessening competition test to sufficiently impediment of effective competition test36

Structuralist or dominance bias40

Enhancing competitiveness in the EU helping to shape the regulatory framework43

Focusing action on key sectors for the internal market and the Lisbon Agenda44

Chapter 3: New Regulation 139/200446

New regulation 139/200446

Reasons for it48

Why the definition of the test was changed?50

Chapter 4: Sony/BMG Merger Case54

Sony/BMG Merger Case54

CFI Decision55

ECJ Decision57

How things might have differ if the different test had been applied in sony/bmg58

Chapter 5: Conclusion61

The Significance of Sony/BMG Merger Case61

Impact on EU merger Regulations64

Bibliography69

Endnotes73

Introduction

The concept of merger defines the process of acquisition by a company when it takes operational control of another. To complete the transaction, the acquirer may be willing to pay a higher price to book value per action, or pay a higher value than the simple multiplication of the number of shares the acquired issued by the market price of each share. If the maximum price worth paying for it is the current market value of the shares of the acquired firm.

A typical, stable set of existing production processes, emerging interdependent (subordination) around the main process for this type of energy and raw materials, defined as energy-production cycle. Each cycle is developed based on a particular combination of raw materials, fuel and energy resources and includes a full range of processes - from mining and milling of raw materials up to all kinds of products which can be produced locally based on the production approach to the sources of raw materials, fuel and energy and their rational use. Ideas typing manufacturing processes initiated the development of the concept of territorial-production complexes (TPC), which are then widely used as a method of analysis and planning as a category, and as a form ...