The FSR's M&A Tool

The so-called M&A tool is probably the most impactful element of the Foreign Subsidies Regulation (FSR), affecting many global and even local transactions. A first read of the FSR's provisions may give the incorrect impression that the tool covers only few large transactions, but its impact may be much more significant than this. Let us take a closer look at what to keep in mind when engaging in an M&A transaction process.

Transactions possibly covered by the tool

The new tool will enable the European Commission (EC) to review "concentrations", which is a notion that was taken from the EU merger control regime. This means that the tool captures only transactions resulting in the acquisition of control. Interestingly, this contrasts with FDI regimes, which in many countries also apply to the acquisition of non-controlling (minority) shareholdings. The application of the concentration concept will allow to revert to the abundant case law of the CJEU and decisional