Merger Control Law Update: Canon Ruling Solidifies Gun-jumping Crackdown By CCPC

On 18 May 2022, the EU General Court ("General Court") upheld the European Commission's ("Commission") €28 million fine which was imposed on Canon Inc ("Canon") for gun-jumping in the context of a warehousing structure put in place to assist in its acquisition of Toshiba Medical Systems Corporation ("TMSC"). The General Court confirmed that Canon's two-step takeover of TMSC, via a warehousing structure, had led to a partial implementation of the transaction prior to Commission clearance and as such, Canon was in breach of its EU notification and standstill obligations.

The key takeaway in respect of the ruling is that transaction steps that do not, on their own, confer to the buyer early control over the target can constitute partial implementation if they contribute to 'a lasting change of control of the target'. In light of the widely anticipated Competition (Amendment) Bill 2022 (the "Bill"), and its implementation of a wider, more extensive prohibition