The Mergers & Acquisitions Review: EU Overview

I Overview of M&A activity

Despite the significant disruption caused to financial markets and businesses by the covid-19 pandemic, Europe, Middle East and Africa (EMEA) deal value fell by only 1 per cent in 2020, to €835.3 billion. This was largely thanks to a particularly strong second half of 2020, which saw deal value of €511 billion from 4,080 deals, compared to 3,289 deals worth €324.3 billion in the first half of 2020.2 Notable deals from 2020 include Takeaway.com's £5.9 billion acquisition of Just Eat, SoftBank's sale of ARM to NVIDIA for €32.5 billion and the €17.2 billion acquisition of ThyssenKrupp's elevator business by a consortium including Advent International and Cinven.

In 2021, European Union (EU) deal volume and value have both increased significantly. The majority of sectors have recorded positive deal activity, largely thanks to macroeconomic factors such as the fiscal stimulus packages introduced by governments during the covid-19 pandemic. The consequent increase in capital available for M&A, supplemented by the growth in investor confidence prompted by the vaccine roll-out, means that 2021 is projected to match, or potentially surpass, the levels of deal activity seen in 2018 and 2019.3 European dealmaking saw a 59 per cent year-on-year increase in volume to 5,024 deals in the first half of 2021, with deal value rising 111 per cent to €496.1 billion.4 These figures correspond with broader economic trends, as the International Monetary Fund expects GDP in Europe to grow by 4.3 per cent in 2021 and 4 per cent in 2022, following a 5.8 per cent decline in 2020.5 Among the biggest deals in the first half of 2021 were the €17.975 billion acquisition of an 88 per cent stake in Autostrade per l'Italia by a consortium of investors (led by Cassa depositi e Prestiti SpA) and National Grid Plc's €16.591 billion acquisition of Western Power Distribution plc.6 Of the top 20 European deals in the first half of 2021, the United Kingdom delivered the highest proportion (seven). However, large transactions also progressed in Italy, France, Sweden, Austria, Spain and Germany. The United Kingdom and Ireland also remained the lead European market in general, accounting for 34.6 per cent of the total deal value and 23.3 per cent of total deal volume.7

A breakdown of M&A activity by industry shows that the most resilient industry over the past year was technology, media and telecoms (TMT). TMT deal value more than doubled in 2020, rising from €107.5 billion in 2019 to €245.4 billion in 2020.8 Further, the first half of 2021 saw TMT deal value reach €122.2 billion, up year-on-year from €52.4 billion. Notable deals in this sector include the €5.9 billion acquisition of Cazoo by US special purpose acquisition company (SPAC) Ajax 1, and the €8.2 billion deal for eToro by FinTech Acquisition Corp, another SPAC.

Dealmaking in the pharmaceuticals, medical and biotech (PMB) sector has also, perhaps unsurprisingly, shown year-on-year growth. Deal value for the first half of 2021 was €50.5 billion, a three-fold increase from the €15.6 billion recorded in the first half of 2020. AmerisourceBergen's €5.3 billion deal to acquire Walgreens Boots Alliance's distribution business demonstrates the appeal of the pharmaceuticals sector in particular. There has also been significant interest in fast-growing healthcare sectors such as healthtech, as shown by the €5.2 billion merger between Montes Archimedes (a SPAC sponsored by Patient Square Capital) and Roivant, a Swiss biopharma and healthcare technology company.9 In addition to the sectors that successfully weathered 2020, there are signs that other sectors hit hard by lockdowns and the covid-19 pandemic are making a resurgence. For example, Blackstone, Cascade and Global Infrastructure acquired Signature Aviation, a UK-listed private jet services company, for €5.1 billion.10

A combination of recovering economies and stabilising stock markets has created a hotbed for M&A activity in the EU this year. Two other significant factors have aided, and will continue to aid, this growth. Firstly, European private equity firms are estimated to have $351.6 billion of dry powder at their disposal, an increase from $305 billion last year.11 This extra capital is ready to be deployed in the European M&A market. Secondly, in the first half of 2021, 363 SPACs have listed in North America, compared to 250 in the whole of 2020. SPACs, and especially those hailing from the United States, have been responsible for a large number of European M&A deals; their increase in number is also a positive sign for the immediate future of European M&A.

II Recent European law measures relating to corporate law

i Brexit update

The United Kingdom left the EU on 31 January 2020, starting a transition period that ended at 11pm on 31 December 2020. During this transition period, the United Kingdom continued to follow EU rules, pursuant to the European Union (Withdrawal Agreement) Act 2020 (EUWA), and trade between the two was exactly as it was before 31 January 2020. At the end of the transition period, EUWA created a new body of UK law, referred to as retained EU law, based on the EU legislation that applied in the United Kingdom on 31 December 2020. However, much of this retained law required amendment to function in the context of the UK legal system. This amendment process has primarily been achieved through statutory instruments, operating under powers granted by the EUWA.

The European Commission published an updated notice to stakeholders on the withdrawal of the United Kingdom from the EU and EU rules on company law in July 2020. The notice highlights the principal consequences of a no-deal Brexit for M&A activity within the EU involving the United Kingdom. Primarily, after the transition period, the United Kingdom will be a third country and EU company law will no longer apply to it. Once the EU freedom of establishment principle ceases to apply to the United Kingdom, EU states will no longer be forced to recognise the limited liability of UK companies, which could result in shareholders of UK companies that have their principal base within the EU losing their limited liability.12 Cross-border mergers under EU law will no longer be possible with the United Kingdom, so national rules for mergers with companies established in third countries will apply following the transition period.

ii General Data Protection Regulation

As discussed in previous editions of The Mergers & Acquisitions Review, the General Data Protection Regulation (GDPR) was published in the Official Journal on 4 May 2016 and, as a regulation, it has had a direct effect in all EU Member States from 25 May 2018. The aim of the GDPR is to harmonise the data protection regime across the EU, replacing existing national laws based on the Data Protection Directive of 1995 (which is implemented in the United Kingdom through the Data Protection Act 1998). Under the GDPR, the territorial scope of the EU data protection regime will be significantly expanded to apply to any organisation that offers goods and services to individuals in the EU (including those that are free of charge) or any organisation that monitors their behaviour. This means that a larger number of overseas businesses are likely to be affected. The GDPR also brings with it greater enforcement powers, and sanctions for non-compliance may lead to fines of up to 4 per cent of annual worldwide turnover or €20 million (whichever is greater). As under the current law, the GDPR will regulate the transfer of personal data to countries or companies outside the EU, providing formal mechanisms to permit international data flows.

Although the GDPR no longer directly applies in the United Kingdom, the Data Protection Act 2018 (DPA 2018) enacts the GDPR's requirements in UK law. The UK government issued the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019, a statutory instrument that amends the DPA 2018 to bring it in line with the requirements of the GDPR. There is very little difference between the UK GDPR regime and the EU GDPR.13

iii Prospectus Regulation

On 30 June 2017, the New Prospectus Regulation14 was published in the Official Journal of the European Union; it repeals and replaces the Prospectus Directive.15 The stated aim is to lower one of the main regulatory hurdles that companies face when issuing equity and debt securities, by simplifying administrative obligations related to the publication of prospectuses but in a manner that still ensures that investors are well informed.16 The Regulation also aims at achieving greater harmonisation of prospectus rules across the EU.

One of the key changes that the New Prospective Regulation provides for is a simplified disclosure regime for small and medium-sized enterprises (SMEs) and secondary issuances. For example, the reformed prospectus regime limits the inclusion of risk factors to those that are specific to the issuer of the securities and are material to making an informed decision. Risk factors will be divided into a limited number of categories and, within each category, the most material risk factor will need to be mentioned first. The summary of the prospectus will now be limited to seven sides of A4 paper when printed, and the requirement for the format to consist of five tables has been removed. While the new rules still require the summary to have a uniform format, it is less prescriptive both in terms of content and structure. The increased emphasis on uniformity and materiality should also reduce the cost of accessing European capital markets.

While a handful of changes were implemented earlier, the New Prospectus Regulation came into full force on 21 July 2019. On 31 January 2019, the European Securities and Markets Authority (ESMA) published a new Q&A on the application of the Prospectus Directive and its implementing measures, which includes guidance on how the New Prospectus Regulation will apply in the event that the United Kingdom leaves the EU without a deal.

On 4 December 2019, ESMA published a report on the Prospectus RTS Regulation proposing minor amendments to the regulation. This was published in the Official Journal on 14 September 2020 and came into force on 17 September 2020.17

As part of the European Commission's covid-19 recovery strategy, it also adopted, on 24 July 2020, a legislative proposal to amend the Prospectus Regulation more substantively. The proposals include the introduction of a temporary simplified prospectus regime for secondary issues where issuers have been listed for at least 18 months, as well as temporarily enhancing the prospectus exemption threshold for certain offers of non-equity securities issued by a credit institution.18

In February 2021, the European Parliament resolved to adopt the Commission's proposal with several amendments. These amendments included stipulating that offerors of shares admitted to trading on a regulated market or SME growth market continuously for at least the preceding 18 months may also draw up an EU recovery prospectus, clarifying the minimum information requirements for an EU recovery prospectus, and specifying that the EU recovery prospectus regime expires on, and most amendments to the Prospectus Regulation apply until, 31 December 2022. The Council of the EU also adopted the Commission's proposal in February 2021, and the amending regulation entered into force on 18 March 2021.

iv The fifth anti-money laundering directive

On 10 January 2020, the EU's Fifth Anti-Money Laundering Directive (MLD5) implemented by the Money Laundering and Terrorist Financing (Amendment) Regulations 2019 came into force to address gaps in the transparency rules. The Fourth Money Laundering Directive (MLD4) and MLD5 are part of the European Commission's proposal to strengthen the fight against terrorist financing against the backdrop of the Panama Papers revelations in April 2016 and recent terrorist attacks. They apply to a wide range of businesses: in essence, any business deemed at risk of being involved in money laundering or terrorist financing. The aim of the directive is to 'ensure more transparency and help competent authorities to effectively detect criminal and terrorist financing flows'.19 The proposed amendments, which extend the scope of MLD4 even further, seek, among other things, to address the risks associated with prepaid cards and virtual currencies; broaden access to information on beneficial ownership; and to award further powers to financial intelligence units (FIUs), including a requirement for Member States to establish national central mechanisms allowing FIUs to better identify holders and controllers of bank and payment accounts and safe-deposit boxes.20

III Recent competition law developments

i Treatment of mergers by the European Commission

Between January 2020 and the end of August 2021, the European Commission received 627 merger notifications under the European Merger Regulation (EUMR). During that period, 584 cases were cleared unconditionally at Phase I. In 17 cases, Phase I clearance was conditional on certain remedies being implemented, while 13 cases were referred to Phase II for in-depth consideration. Of the eight Phase II decisions made during the period, one was cleared unconditionally and seven cases were given clearance conditional upon remedies being implemented.

At the time of writing, the European Commission has not prohibited any transactions since the three prohibitions that took place in 2019 (Siemens/Alstom, Wieland/Aurubis and Tata/ThyssenKrupp/JV). However, several deals since then have been abandoned at Phase II in the face of objections from the Commission or have only been cleared subject to extensive remedies packages. This trend reflects an interventionist approach from the Commission, which is also increasingly seen in other jurisdictions around the world.

In terms of substantive assessment, the Commission has continued to focus its analysis on unilateral effects and whether mergers may be expected to lead to price increases. However, the Commission is also increasingly carrying out detailed assessments of non-price theories of harm and examining potential vertical and conglomerate effects issues. An area of particular focus has been on the impact on innovation and the Commission has identified concerns in various cases where a transaction would remove a player with significant pipeline products or R&D capabilities or where it would otherwise negatively affect future competition.

In response to concerns that 'killer acquisitions' of promising startups – especially in the tech and life sciences sector – were escaping merger review, the Commission issued new guidance in March 2021 regarding the application of the referral mechanism set out in Article 22 of the EUMR.21 That provision allows Member States to request that the Commission examine a transaction notwithstanding the fact that it does not satisfy the EUMR turnover thresholds. In a break from previous policy, the Commission is now encouraging such referrals in circumstances where the Member States do not have jurisdiction themselves over the transaction at stake. The Commission believes this will 'ensure that additional transactions that merit review under the Merger Regulation are examined'.22 The new policy is not limited to the technology and life science sectors; it could capture potentially any deal where the turnover of at least one of the parties does not reflect its actual or future competitive potential. The new guidance envisages that certain transactions may even be referred post-completion, although the Commission will generally not consider a referral more than six months after closing. The first case referred under this new policy, Illumina's proposed acquisition of Grail, is currently subject to a parallel review by the Commission and an appeal to the General Court in Luxembourg.

The trend of requesting significant volumes of internal documents as part of the merger notification has also continued, particularly in respect of more complex cases. The former Director General for Competition, Johannes Laitenberger, has noted that 'internal documents are important, because they can help us understand the plans that companies have for the future and make better decisions'.23

As noted above, many transactions in recent years have been subject to extensive remedies packages to secure clearance. The Commission has maintained a strict approach in this area and proposals submitted by the merging parties are subject to detailed review and market testing. It is also increasingly common for the Commission to require up-front buyer commitments, meaning that the parties can only close the main transaction once they have signed a binding agreement for the divestment business with a purchaser approved by the Commission.

ii Reforms to the EUMR

In March 2021, the European Commission published the findings of its evaluation of procedural and jurisdictional aspects of EU merger control.24 The Commission found that the simplification measures adopted over recent years had broadly succeeded in focusing resources on the most relevant cases without negatively impacting the efficacy of EU merger control. However, it also found that 'there may be additional cases that are typically unproblematic which are currently not captured by the simplified procedure' and that 'information requirements may be too extensive in certain circumstances'. The Commission therefore plans to assess policy options to achieve further simplification and targeting via four potential avenues: (1) expanding and clarifying the categories of simplified cases; (2) streamlining the review of simplified cases; (3) streamlining the review of non-simplified cases; and (4) placing on a permanent footing the current covid-19-related procedures for electronic notifications. The Commission aims to publish draft reforms for stakeholder comment in the second half of 2021.

IV Recent tax law developments

Starting with its 25-point 'action plan for fair and simple taxation supporting the recovery strategy' which was published on 15 July 2020, the Commission has been setting an ambitious tax agenda.25 The central aim is two-fold: tax obstacles to cross-border trade are to be reduced and the enforcement of existing rules and tax compliance improved. Some of the measures announced as part of the action plan have already been enacted, such as the Commission's proposal for a directive (dubbed DAC7) to require online platform operators to report transactions to national tax authorities.26 The Commission is, however, still working towards the adoption of a proposal in respect of VAT and financial services (public consultations took place during the second half of 2020 and the first half of 2021)27 and certain other measures. One important item that was part of the Commission's action plan, the reform of the EU list of non-cooperative tax jurisdictions and the Code of Conduct Group, has since been taken up by the European Parliament through the adoption of a resolution and an own initiative report in January and April 2021.28

On 18 May 2021, the Commission published a 'Communication on Business Taxation for the 21st Century',29 announcing, among others, the replacement of the Commission's previous ill-fated proposal for a common consolidated corporate tax base (CCCTB) with a plan to establish a single corporate tax rulebook for the EU (referred to as the 'Business in Europe: Framework for Income Taxation') which would re-purpose and build on the Pillar 2 GloBE rules (see Section IV.ii) to establish common rules for the calculation of the corporate tax base across the EU. The Commission also intends to resurrect the project of recasting the Interest and Royalties Directive30 (the Commission's legislative proposal in this respect31 has been stuck in the Council since 2011) to make the elimination of withholding tax on intra-group cross-border interest and royalty payments conditional on the payments being subject to tax in the destination state. It may be related to this that the Commission appears to be preparing for a consultation on the introduction of a 'common EU-wide system for withholding tax on dividend or interest payments', indicating that a proposal could be published in late 2022.32 In addition, several legislative proposals are scheduled to be published by the end of the first quarter of 2022. Firstly, a proposal to tackle the misuse of shell companies for aggressive tax planning, tax evasion or money laundering through the denial of tax benefits and additional transparency requirements (with a public consultation in this respect having already been undertaken).33 Secondly, a proposal to establish an allowance system for equity financing, referred to as the Debt Equity Bias Reduction Allowance (or DEBRA), to lessen the pro-debt bias of tax rules that allow a tax deduction for interest on debt, but not for dividends. Finally, a proposal to require large companies to publish their effective tax rates, using the Pillar 2 methodology. In this context, according to a press release published by the European Parliament on 1 June 2021, the Parliament and Council have reached political agreement on a directive requiring public country-by-country reporting (i.e., requiring large multinationals to publish the amount of tax paid in each EU country).34

Legislative proposals relating to environmental tax measures have been published on 14 July 2021 as part of the proposed measures to implement the European Green Deal.35 These include proposals for a revision of the EU emissions trading system (ETS) that would bring maritime transport within its scope, accelerate the reduction of emissions allowances that can be issued and reduce free emissions allowances available to the airline industry, and for the introduction of a carbon border adjustment (CBAM) which has been designed as a system of certificates to complement the ETS.

It is clear that, in tax terms, a lot is going on at the EU level – or at least, at the level of the European Commission. In large parts, it remains to be seen to what extent the proposed measures will be able to be brought to fruition through the Council and the European Parliament.

i State aid

Article 107(1) of the Treaty on the Functioning of the European Union set out the prohibition against state aid in the following terms: 'Save as otherwise provided in the Treaties, any aid granted by a Member State or through State resources in any form whatsoever which distorts or threatens to distort competition by favouring certain undertakings or the production of certain goods shall, in so far as it affects trade between Member States, be incompatible with the internal market'. States' forgoing revenues through granting preferential tax treatments quite clearly amounts to aid granted through state resources. Whether or not the other criteria in relation to the selectivity of the advantage and the effect on intra-EU trade are met is, however, more difficult to pin down.

At the time of writing, a number of cases relating to the Commission's state aid assessment of Member States' tax measures are pending before the Court of Justice. For instance, the Commission has appealed the General Court's annulment of its decision that Luxembourg had granted Amazon unlawful state aid through a ruling in relation to the level of royalties paid by a Luxembourg operating company,36 and its decision that Ireland had granted unlawful state aid to Apple through tax rulings in respect of the amount of profits to be allocated so as to be subject to tax in Ireland.37 Luxembourg and Engie, on the other hand, have appealed the General Court's decision to uphold the Commission's decision that Luxembourg had granted unlawful state aid to Engie through tax rulings relating to transfers of business activities,38 and Ireland and Fiat have appealed the General Court's upholding of the Commission's decision that Luxembourg had granted Fiat unlawful state aid through a ruling in relation to the transfer pricing analysis in respect of the group financing function.39

It remains to be seen whether the Court of Justice will use these cases as an opportunity to clarify the principles underpinning the application of Article 107(1) to tax measures to better inform future Commission investigations. On 16 September 2021, the Court of Justice, on appeal by the Commission, annulled the General Court's decision that the Commission had incorrectly classified the Belgian excess profits exemption as an 'aid scheme'.40 While the Court of Justice worked in some detail through the cumulative conditions required to be met for something to constitute an 'aid scheme', questions around the existence of an advantage and the selectivity of the measure were referred back to the General Court. The Court of Justice should, however, have to grapple with these concepts in the other upcoming cases.

Meanwhile, from an M&A perspective, it remains the case that reliance on tax rulings or preferential regimes should be scoped out during the due diligence process. One crucial question in assessing the state aid risk in respect of a particular ruling is whether the ruling reflects the law or approves a more advantageous position.

ii Digital taxation

The ongoing debate around digital taxation started in 2013 with Action 1 of the Organisation for Economic Co-operation and Development (OECD)'s Base Erosion Profit Shifting (BEPS) Project. Final reports published in 2015 marked the completion of the BEPS Project as such, but left certain challenges posed by the digitalisation of the economy unaddressed; work on these continues. Following the publication of an interim report on 16 March 2018, the OECD published a policy note and a public consultation document in early 2019 proposing a two-pillared approach to reforming the international tax system. The discussion within the OECD/G20 Inclusive Framework which, as of August 2021, counted 140 member countries and jurisdictions has since centred on these two pillars (although, also as of August 2021, only 134 countries and jurisdictions had joined the two-pillar plan).

Pillar 1 provides for a change in the profit allocation and nexus rules. The proposal leaves in place the arm's-length principle of the existing transfer pricing rules but introduces a new taxing right for market jurisdictions in respect of a share of deemed residual profits. Pillar 2, referred to as the Global Anti-Base Erosion (or GloBE) proposal, seeks to ensure that multinationals' profits are subject to a minimum level of effective taxation.

The OECD's original aim was to achieve a consensus-based, long-term solution by the end of 2020. This was not achieved despite the publication of the blueprints for Pillars 1 and 2 in October 2020. In July 2021, the OECD/G20 Inclusive Framework published a statement, indicating that agreement in principle had been reached on a number of design elements.41 The statement also confirmed that a 'detailed implementation plan together with remaining issues will be finalised by October 2021'. The meeting of the G20 Finance Ministers and Central Banks Governors on 12 and 13 October 2021 and the meeting of the G20 Leaders on 30 and 31 October 2021 are likely to be key dates.

Reaching agreement at OECD level is considered essential to stem the tide of unilateral measures, mostly in the form of digital services taxes, which increase the compliance burden for business and have resulted in trade tensions, in particular with the United States. The OECD/G20 Inclusive Framework statement noted that the package, once agreed, would provide for the 'removal of all Digital Service Taxes and other relevant similar measures on all companies'. There has already been some indication that the interpretation of the term 'relevant similar measures' could become a crucial battleground. As late as May 2021, the Commission had stated that it would publish a proposal for the introduction of a digital levy in the EU that would be designed to be 'compatible with WTO and other international obligations' and to 'coexist with the implementation of an OECD agreement on' Pillar 1.42 Shortly before the proposal was due to be published in July 2021, it was, however, announced that the Commission would hold off until October when agreement at the OECD/G20 Inclusive Framework level is supposed to be reached.43


Footnotes

1 Mark Zerdin is a partner at Slaughter and May.

2 Mergermarket, 'Deal Drivers EMEA – FY 2020'.

3 Mergermarket, 'Deal Drivers EMEA – HY 2021'.

4 CMS, 'Road to recovery: European M&A Outlook 2022'.

5 Mergermarket, 'Deal Drivers EMEA – HY 2021'.

6 ibid.

7 CMS, 'Road to recovery: European M&A Outlook 2022'.

8 ibid.

9 ibid.

10 ibid.

11 ibid.

12 Lexology, 'Corporate law update 10 July 2020'.

13 IT Governance, 'Data protection and Brexit: How the UK's withdrawal from the EU will affect the EU GDPR, the UK DPA 2018 and the applied GDPR'.

14 Regulation (EU) 2017/1129.

15 Directive (EU) 2003/71.

16 Council of the European Union press release 260/17, 'Capital markets union: new prospectus rules adopted', 16 May 2017.

17 PLC, 'Prospectus Regulation: Commission regulation to amend Prospectus RTS Regulation published in Official Journal'.

18 PLC, 'Commission adopts proposal to amend Prospectus Regulation'.

19 European Commission. Executive Summary of the Impact Assessment accompanying the document 'Proposal for a directive of the European Parliament and of the Council amending Directive (EU) 2015/849 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing and amending Directive 2009/101/EC'. 5 July 2016.

20 Practical Law Financial Services, 'Hot topics: MLD5'.

21 Commission Guidance on the application of the referral mechanism set out in Article 22 of the Merger Regulation to certain categories of cases, 26 March 2021.

22 ibid.

23 Enforcing EU competition law in a time of change: 'Is Disruptive Competition Disrupting Competition Enforcement' (speech by Johannes Laitenberger), 1 March 2018.

24 Commission Staff Working Document Evaluation of Procedural and Jurisdictional Aspects of EU Merger Control, 26 March 2021.

25 COM(2020) 312 final.

26 Commission's proposal: COM(2020) 314 final. Enacted as Council Directive (EU) 2021/514 of 22 March 2021 amending Directive 2011/16/EU on administrative cooperation in the field of taxation.

30 Council Directive 2003/49/EC of 3 June 2003 on a common system of taxation applicable to interest and royalty payments made between associated companies of different Member States.

31 COM(2011) 714 final.

36 General Court Case T- 816/17 Luxembourg v. Commission appealed to the Court of Justice Case C-457/21 P Commission v. Amazon.com and Others.

37 General Court Joined Cases T-778/16 Ireland v. Commission and T-892/16 Apple Sales International and Apple Operations Europe v. Commission appealed to the Court of Justice Case C- 465/20 P Commission v. Ireland and Others.

38 General Court joined Cases T- 516/18 Luxembourg v. Commission and T- 525/18 Engie Global LNG Holding and Others v. Commission appealed to the Court of Justice Cases C-451/21 Luxembourg v. Commission and C-454/21 Engie Global LNG Holding and Others v. Commission.

39 General Court Joined Cases T-755/15 Grand Duchy of Luxembourg v. Commission and T-759/15 Fiat Chrysler Finance Europe v. Commission appealed to the Court of Justice Cases C-898/19 P Ireland v. Commission and Others and Case C-885/19 P Fiat Chrysler Finance Europe v. Commission.

40 General Court Joined Cases T-131/16 Belgium v. Commission and T-263/16 Magnetrol International v. Commission appealed to the Court of Justice Case C- 337/19 P Commission v. Belgium and Magnetrol International.

42 COM(2021) 251 final.

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