The European Commission\u27s Extraterritorial Jurisdiction Over Corporate Mergers

This article examines the concept and application of the European Merger Regulation as it applies to mergers, acquisitions, and joint ventures external to the European Union (the Union) and the European Economic Area (EEA). More specifically, the article . traces the development of the Merger Regulation and how its application developed into the legal vehicle for the European Commission (the Commission) to administer its authority over the clearance or prohibition of mergers beyond its territorial frontier. Part I addresses the historical concept of extraterritorial jurisdiction under the Merger Regulation. It considers the European Court of Justice\u27s approach to extraterritorial jurisdiction under Articles 81 and 82 of the Treaty Establishing the European Community, formerly Articles 85 and 86, and its application to the Merger Regulation. Part II reviews the Commission\u27s assessment of mergers between non-community enterprises. It concentrates on the Commission\u27s analysis of whether a proposed merger is compatible with the European Common Market. Part III considers the measures available to the European Commission to enforce its authority under the Merger Regulation, while Parts IV and V review the sensitive Boeing/McDonnell Douglas and General Electric/Honeywell merger cases, respectively. This article covers the law in effect as of December 31, 2001