Tzanaki, Anna;
(2017)
The regulation of minority shareholdings and other structural links between competing undertakings: A law & economics analysis.
Doctoral thesis (PhD), UCL (University College London).
Abstract
Minority shareholdings and structural links between competitors are ubiquitous and may serve socially beneficial purposes. However, the same business practices may have anticompetitive effects in certain circumstances. From an antitrust law perspective, the issue cuts across cartels, mergers, joint ventures, oligopoly theory and tacit collusion, dominance and monopolisation. The thesis examines the legal treatment of minority shareholdings and structural links under EU competition law via the lenses of economic theory, legal doctrine and case law. It maps out the extent to which EU merger and antitrust law can cover harmful, and in particular non-controlling, structural links and it reflects on the outer boundaries of legal interpretation of the existing rules. It is argued that the remarkable lack of enforcement regarding non-controlling shareholdings is problematic and it is a result of path dependence and the discontinuous and rigid jurisdictional dichotomy of EU competition law between merger and antitrust law. It is remarkable because this is the single substantive area where EU law adopts a completely laissez-faire approach compared to US antitrust, which is more extensive in scope and instruments. Notable discrepancies also exist with certain EU Member State competition laws. Absent legal constraints, by antitrust or corporate governance, the dimensions of the real problem are unknown or indeed magnified. The contribution of the thesis is that it brings to the fore underappreciated “strategic effects” of even non-controlling structural links that worth closer attention. In light of this game theoretic analysis, it establishes a new principled taxonomy of shareholdings between competitors. Having defined the problem, “first-best” and “second-best” legal approaches are considered to address it. Simple solutions are proposed that may restore business incentives and let self-correct any competitive concerns. In conclusion, the preferred way going forward is outlined: reactivating enforcement of the existing EU antitrust law and grounding substantive assessment in a balanced but “structured” legal framework.
| Type: | Thesis (Doctoral) |
|---|---|
| Qualification: | PhD |
| Title: | The regulation of minority shareholdings and other structural links between competing undertakings: A law & economics analysis |
| Event: | University College London (UCL) |
| Language: | English |
| UCL classification: | UCL > Provost and Vice Provost Offices UCL > Provost and Vice Provost Offices > UCL SLASH UCL > Provost and Vice Provost Offices > UCL SLASH > Faculty of Laws |
| URI: | https://discovery.ucl.ac.uk/id/eprint/1572270 |
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