Jurisdictional issues in deals involving joint ventures: Review of the General Court judgment in HeidelbergCement and Schwenk Zement (T-380/17)

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The judgment provides useful jurisdictional clarifications for deals involving joint ventures (JVs) acting as an acquirer. The General Court (GC) confirms that when the true players behind the transaction are the parent companies, rather than the JV - because they did the deal valuation, negotiated the transaction structure, and determined the purchase price - the parent companies are the relevant undertakings to consider when determining whether the merger thresholds are met. This can have a significant impact on the number of merger filings required and the overall timeline of the deal.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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