Muutke küpsiste eelistusi

E-raamat: Joint Ventures and EU Competition Law [Hart e-raamatud]

Teised raamatud teemal:
  • Hart e-raamatud
  • Hind: 142,48 €*
  • * hind, mis tagab piiramatu üheaegsete kasutajate arvuga ligipääsu piiramatuks ajaks
Joint Ventures and EU Competition LawSuurem pilt
Teised raamatud teemal:
Wiley OnlineRohkem infot Hart e-raamatute kohta
This book examines the treatment of joint ventures (JVs) in EU competition law, and, at the same time, provides a comparison with US law. It starts with an analysis of the rather elusive concept of JVs, encompassing both concentrative JVs (subject to merger control) and non-concentrative JVs. Although focused on possible definitions of JVs in terms of competition law, it also includes a broader perspective (going beyond competition law) on the different legal models of structuring cooperation links between undertakings. At the core of the book is an attempt to build an analytical model for the assessment of JVs in terms of antitrust law, especially as regards Article 101 of the Treaty on the Functioning of the European Union. The analytical model used proposes a set of sequential analytical levels, taking into account structural factors and specific factors related to the main constituent elements of the functional programs of JVs. The model is applied to a substantive assessment of four main types of JVs, identified on the basis of their prevailing economic function: R&D JVs, production JVs, commercialization JVs, and purchasing JVs. Also covered are particular situations of joint ownership of undertakings falling short of joint control. In the concluding part of the book, recent developments in JV antitrust law are put into context, within the wider reform of EU competition law. The book is comprehensive and up-to-date in terms of the reform of the EU framework on horizontal cooperation between undertakings, which was introduced at the end of 2010. (Series: Hart Studies in Competition Law - Vol. 6)
List of Abbreviations
xiii
Table of Cases
xvii
Table of Legislation
xxv
General Notes on the Text xxxv
Introduction 1(24)
1 Objectives of the Research in this Book
1(19)
1.1 General Aspects of Joint Ventures in the Context of Cooperation between Undertakings
1(3)
1.2 How to Define the Category of Joint Venture in the Field of Competition Law and in Other Areas of Law
4(1)
1.3 The Treatment of Joint Ventures under EU Competition Law
5(3)
1.4 The Treatment of Joint Ventures and Changes in EU Competition Law
8(1)
1.4.1 The Various Phases of Evolution of EU Competition Law
8(4)
1.4.2 The Treatment of Joint Ventures Before and After the Adoption of the EU Merger Control Regulation
12(5)
1.4.3 Treatment of Joint Ventures Focused on Article 101 TFEU
17(1)
1.5 The Building of a General Model of Evaluation of Joint Ventures under Competition Law Rules and the Transition to a New Stage of EU Competition Law
17(2)
1.6 Particular Features of Joint Ventures in the Financial Sector
19(1)
2 Methodology
20(3)
3 Structure of the Book
23(2)
Chapter 1 The Concept of Joint Ventures in Competition Law
25(144)
1 Introduction---The Inherent Vagueness of the Concept of Joint Venture in US Antitrust Law and EU Competition Law
25(71)
1.1 Relevant Definitions of the Concept of Joint Venture in Competition Law
27(1)
1.2 Distinctive Features of the Concept of Joint Venture---A Preliminary View
28(2)
1.3 Factors Underlying the Vagueness of the Concept of Joint Venture in Competition Law
30(1)
1.4 Different Legal Models of Structuring Cooperation Links between Undertakings---The Creation of Joint Ventures and their Underlying Goals
31(1)
1.4.1 The Emergence of the `Joint Venture' Nomen Juris in Various Legal Systems
31(20)
1.4.2 Structuring Cooperation through Joint Ventures as a Common Form of Innominate or Atypical Contract
51(9)
1.4.3 The Basic Constituent Elements of Different Joint Venture Structures as a Socially Recurrent Type of Contract (Statutory Atypical)
60(32)
1.4.4 The Joint Venture Category in the Context of Cooperation between Undertakings---Comprehensive Overview
92(4)
2 The Concept of Joint Venture and the Concept of Undertaking in EU Competition Law
96(11)
2.1 General Perspective
96(1)
2.1.1 The Key Elements of the Concept of Undertaking in Competition Law and the Joint Venture Category
96(7)
2.1.2 Clarification of the Concept of Single Economic Unit When Applied to Joint Ventures
103(4)
3 The Dual Treatment of Joint Ventures in EU Competition Law
107(12)
3.1 Systemic Approaches to Joint Ventures in US Antitrust Law and EU Competition Law
107(1)
3.1.1 General Perspective
107(4)
3.2 The Two Fundamental Categories of Joint Ventures in EU Competition Law
111(1)
3.2.1 The Systematic Divide Arising from the Adoption of the MCR
111(3)
3.2.2 The Limits of Convergence in the Systematic Treatment of Joint Ventures in EU Competition Law
114(5)
4 The Basic Elements of a Legal Definition of Joint Venture in EU Competition Law
119(37)
4.1 Introductory Remarks
119(1)
4.2 Initial References to the Concept of Joint Venture in Guidelines and Reports on Competition Policy
120(1)
4.2.1 First Formal References to Joint Ventures
120(1)
4.2.2 Elements of Characterization of Joint Ventures in Reports on Competition Policy
121(2)
4.3 The Concept of Joint Venture Arising from Various Regulations in the Field of EU Competition Law
123(1)
4.3.1 Joint Ventures and Block Exemption Regulations
123(1)
4.3.2 Elements Relevant to Establishing a Legal Concept of Joint Venture as Dealt with in other EU Regulations
124(1)
4.4 Elements of a Legal Definition of Joint Venture in the EU Merger Control Regulation
125(1)
4.4.1 The Adoption of the EU Merger Control Regulation Setting the Basis for a First Legal Definition of the Joint Venture Category in EU Competition Law
125(3)
4.4.2 The Reforms of the EU Merger Control Regulation; its Impact on the Legal Definition of Joint Ventures; and Parallel Developments
128(5)
4.5 The Legal Definition of Joint Venture in the Competition Law of other Jurisdictions
133(1)
4.5.1 General Overview
133(1)
4.5.2 The Legal Definition of Joint Venture in US Antitrust Law
134(3)
4.5.3 The Legal Definition of Joint Venture Arising from Guidelines Adopted in the Context of US Antitrust Law
137(6)
4.6 The Legal Definition of Joint Venture Arising from Guidelines Adopted in the Context of EU Competition Law
143(1)
4.6.1 General Overview---The Guidelines on the Concept of Full Function Joint Ventures
143(8)
4.6.2 Other Relevant Guidelines in the Field of Concentration Control
151(2)
4.6.3 Commission Guidelines on the Assessment of Cooperative Joint Ventures
153(3)
5 The Definition of Joint Venture in EU Competition Law---Conclusion
156(13)
5.1 Overview
156(1)
5.2 The Ratio Underlining the Autonomy of the Joint Venture Category in a Middle Ground between Cooperation and Concentration of Undertakings
157(2)
5.3 Proposed Approach for the Definition of Joint Venture
159(1)
5.3.1 The Key Elements of the Proposed Concept of Joint Venture in the Context of EU Competition Law
159(2)
5.3.2 The Praxis of Identifying and Assessing the Key Elements of the Definition of Joint Venture
161(2)
5.3.3 The Time Horizon of Cooperation of Undertakings and its Relevance for the Definition of Joint Venture
163(2)
5.4 Final Conclusion
165(4)
Chapter 2 An Analytical Model for the Assessment of Joint Ventures in EU Competition Law
169(62)
1 The Substantive Assessment of Competitive Effects of Joint Ventures---General Perspective
169(15)
1.1 Introductory Remarks---Reasons for Privileging the Assessment of Joint Ventures under Article 101 TFEU
169(3)
1.2 The Key Legal Tests for the Substantive Assessment of Anticompetitive Effects of Joint Ventures
172(2)
1.3 The First Fundamental Dimension of Assessment of Joint Ventures
174(2)
1.4 The Second Fundamental Dimension of Assessment of Joint Ventures and the Focus of My Analysis
176(6)
1.5 The Treatment of Joint Ownership of Undertakings Without Joint Control
182(1)
1.6 General Overview of the Analysis to be Developed
183(1)
2 The Main Elements of the Proposed Analytical Model for the Assessment of Joint Ventures
184(47)
2.1 General Remarks
184(1)
2.2 First Stage of Analysis of Joint Ventures---Types of Situations Not Usually Prohibited
185(1)
2.2.1 Preliminary Considerations on the Delineation of a First Level of Analysis of Joint Ventures in Light of the 2001 and 2011 Horizontal Cooperation Guidelines
185(5)
2.2.2 Relevance and Shortcomings of the Revised 2011 Horizontal Cooperation Guidelines to My Analytical Model of Joint Ventures
190(2)
2.3 First Stage of Joint Venture Analysis---Types of Situations Usually Prohibited under EU Competition Rules
192(1)
2.3.1 First Stage of Joint Venture Analysis and Normally Prohibited Joint Ventures
192(2)
2.3.2 Normally Prohibited Joint Ventures vis a vis Restrictions of Competition by Object in General in the 2011 Horizontal Guidelines
194(2)
2.4 The Situations that May be Prohibited under Article 101, Paragraph 1 TFEU and the Successive Stages of Joint Venture Assessment in My Analytical Model
196(1)
2.4.1 Preliminary Remarks
196(2)
2.4.2 The Second Stage of Analysis of Joint Ventures
198(6)
2.4.3 The Third Stage of Analysis of Joint Ventures
204(10)
2.4.4 Third and Complementary Stages of Analysis of Joint Ventures---The Analytical Parameter Based on the Relation of the Joint Venture to the Parents' Markets
214(7)
2.4.5 Other Complementary Analytical Elements
221(6)
2.4.6 Conditions or Remedies Imposed on Undertakings Participating in Joint Ventures
227(4)
Chapter 3 The Substantive Assessment of Different Types of Joint Ventures under Article 101 TFEU
231(264)
1 General Overview
231(11)
1.1 Envisaged Sequential Analysis
231(3)
1.2 The Particular Relevance of Specific Types of Joint Ventures According to their Prevailing Economic Function
234(3)
1.3 The Main Types of Risks of Anticompetitive Effects Arising from Joint Ventures
237(1)
1.4 The Fundamental Analytical Tools Applicable to Partial Function Joint Ventures on the Basis of the Prevailing Economic Function of Such Joint Ventures
238(4)
2 Research and Development Joint Ventures
242(98)
2.1 Introductory Remarks---How to Define and Qualify Research and Development Joint Ventures
242(3)
2.2 Typical Goals Underlying the Creation of Research and Development Joint Ventures
245(1)
2.2.1 The European Commission View
245(1)
2.2.2 Critical and Systemic View of the Chief Aims Underlying the Creation of Research and Development Joint Ventures
246(5)
2.3 Analytical Model for the Antitrust Assessment of Research and Development Joint Ventures
251(1)
2.3.1 The Analytical Model Proposed---Overview and First Stage of Analysis
251(3)
2.3.2 Main Anticompetitive Risks Arising from Research and Development Joint Ventures
254(4)
2.3.3 First Level of Analysis of Research and Development Joint Ventures---Categories of Joint Ventures Normally Allowed (Not Falling Under Article 101, Paragraph 1 TFEU)
258(15)
2.3.4 First Level of Analysis of Research and Development Joint Ventures---Categories of Joint Ventures Normally Prohibited (Almost Always Falling under Article 101, Paragraph 1 TFEU)
273(4)
2.3.5 Research and Development Joint Ventures that Require Further Analysis
277(63)
3 Production Joint Ventures
340(59)
3.1 General overview---How to Define and Qualify Production Joint Ventures
340(1)
3.1.1 The Concept of Production Joint Venture
340(2)
3.1.2 Overall Characterization of Production Joint Ventures
342(2)
3.2 Typical Goals Underlying the Creation of Production Joint Ventures
344(1)
3.2.1 The European Commission View
344(2)
3.2.2 Critical and Systemic View of the Chief Goals Underlying the Creation of Production Joint Ventures
346(4)
3.3 Analytical Model for the Antitrust Assessment of Production Joint Ventures
350(1)
3.3.1 First Level of Analysis of Production Joint Ventures---Categories of Joint Ventures Normally Allowed (Not Falling under Article 101, Paragraph 1 TFEU)
350(2)
3.3.2 Chief Risks of Anticompetitive Effects Arising from Production Joint Ventures
352(6)
3.3.3 First Stage of Analysis of Production Joint Ventures---Categories of Joint Ventures Normally Permitted (Not Falling under Article 101, Paragraph 1 TFEU)
358(7)
3.3.4 First Level of Analysis of Production Joint Ventures---Categories of Joint Ventures Normally Prohibited (Almost Always Falling under Article 101, Paragraph 1 TFEU)
365(2)
3.3.5 Production Joint Ventures that Need Further Analysis
367(32)
4 Commercialization Joint Ventures
399(70)
4.1 General Overview
399(1)
4.1.1 How to Define and Qualify Commercialization Joint Ventures
399(2)
4.1.2 The Distinction between Commercialization Joint Ventures and Several Forms of Joint Commercialization Agreements
401(4)
4.1.3 The Distinction between Commercialization Joint Ventures that Cover Joint Selling and Commercialization Joint Ventures with Narrower Functions
405(3)
4.1.4 Complementary Systemic Qualification of Subcategories of Commercialization Joint Ventures
408(2)
4.1.5 The Organizational and Functional Diversity of Commercialization Joint Ventures and its Main Consequences
410(1)
4.2 Typical Aims Underlying the Creation of Commercialization Joint Ventures
411(1)
4.2.1 The European Commission View
411(1)
4.2.2 Critical and Systemic View of the Chief Goals Underlying the Creation of Commercialization Joint Ventures
411(4)
4.3 Analytical Model for the Antitrust Assessment of Commercialization Joint Ventures
415(1)
4.3.1 First Level of Analysis of Commercialization Joint Ventures---Categories of Joint Ventures Normally Allowed (Not Falling under Article 101, Paragraph 1 TFEU)
415(2)
4.3.2 Chief Risks of Anticompetitive Effects Arising from Commercialization Joint Ventures
417(5)
4.3.3 Commercialization Joint Ventures Normally Prohibited (Almost Always Falling under Article 101, Paragraph 1 TFEU)
422(1)
4.3.4 Commercialization Joint Ventures Normally Permitted (Not Falling under Article 101, Paragraph 1 TFEU)
423(3)
4.3.5 Specific Factors to be Taken into Consideration for the Assessment of Commercialization Joint Ventures
426(1)
4.3.6 Reasons for Rejecting a Negative Pre-Established Hermeneutical Understanding of Commercialization Joint Ventures
427(1)
4.4 Commercialization Joint Ventures that Need Further Analysis
428(1)
4.4.1 General Overview
428(1)
4.4.2 The Participating Undertakings' Market Share Criterion
428(1)
4.4.3 Third Level of Analysis of Commercialization Joint Ventures
429(21)
4.4.4 Complementary Levels of Analysis of Commercialization Joint Ventures
450(1)
4.4.5 Critical Analysis of Relevant Case Law in the Field of Commercialization Joint Ventures and Related Situations
451(18)
5 Purchasing Joint Ventures
469(12)
5.1 General Overview
469(4)
5.2 Analytical Model for the Antitrust Assessment of Purchasing Joint Ventures
473(1)
5.2.1 Risks of Anticompetitive Effects Arising from Purchasing Joint Ventures
473(4)
5.2.2 Purchasing Joint Ventures that Need Further Analysis
477(4)
6 Joint Ownership of Undertakings Without Joint Control
481(14)
6.1 General Overview
481(7)
6.2 Analytical Criteria for Assessment of Effects on Competition Arising from Ownership of Undertakings Short of Individual or Joint Control
488(1)
6.2.1 Identifying Relevant Situations which Inherently Lead to Potential Restrictions of Competition
488(3)
6.2.2 Possible Anticompetitive Effects Arising from Minority Shareholdings in Particular Undertakings
491(4)
Chapter 4 Concluding Remarks on Joint Ventures and Global Changes of EU Competition Law
495(42)
1 General Overview
495(2)
2 The Changes of Teleological Priorities and the Renewal of Legal Methodology as Essential Dimensions of the Transition to a New Model of EU Competition Law More Closely Associated with Joint Venture Analysis
497(40)
2.1 The Redressing of Teleological Priorities of EU Competition Law
497(1)
2.1.1 Joint Venture Analysis and the Definition of Teleological Coordinates of Competition Law
497(12)
2.2 The Renewal of the Understanding of the Main Categories of Cooperation between Undertakings and of the Legal Methodology of EU Competition Law
509(1)
2.2.1 General Perspective
509(10)
2.2.2 Complementary Observations on the Development of General Analytical Models in Competition Law
519(4)
2.2.3 Establishing a New Normative Logic in the Systematic Interpretation of Article 101, Paragraphs 1 and 3 TFEU
523(14)
Index 537
Luis Silva Morais is a Professor at the University of Lisbon Law School (FDL) and holds a Jean Monnet Chair of EU Law (Competition and Economic Regulation). He is a founding partner of 'Luis Silva Morais - Law Firm' (based in Lisbon). He has been Vice-President of the Privatization Advisory Board of the Portuguese Ministry of Finance (2001-11), Member of the Board of the Portuguese Insurance and Pension Funds Supervisory Authority-ISP (1998-2001) and currently chairs the Research Centre on Regulation and Supervision of the Financial Sector of FDL in scientific partnership with the Bank of Portugal and the ISP. He is a member of several arbitral courts.
Püsilink: https://www.kriso.ee/db/9781782253464_pe.html
Märksõnad: