The Role of Trustees in EC Competition Law Kris BOEYKENS DG COMPETITION EUROPEAN COMMISSION

Overview - Role trustee - Functions monitoring trustee - Functions divestiture trustee - Reporting obligations - Other trustee related provisions - Discussion points

Role of trustee Trustee role : oversee the implementation of commitments proposed by merging parties Trustee role : oversee the implementation of commitments proposed by merging parties Propose all measures to ensure compliance Propose all measures to ensure compliance

Monitoring trustee Monitoring of divestment business Monitoring of divestment business Overview of the preservation of economic viability, marketability and competitiveness Overview of the preservation of economic viability, marketability and competitiveness Holding seperate of divestment business + ring fencing Holding seperate of divestment business + ring fencing Monitoring splitting of assets and allocation of personnel Monitoring splitting of assets and allocation of personnel

Monitoring trustee Monitor divestiture procedure and potential purchasers Monitor divestiture procedure and potential purchasers Verify that potential purchasers receive sufficient information Verify that potential purchasers receive sufficient information Reasoned submission as to the suitability and independence of proposed purchaser Reasoned submission as to the suitability and independence of proposed purchaser

Divestiture trustee Exclusive mandate to sell the divestment business at no minimum price Exclusive mandate to sell the divestment business at no minimum price

Reporting obligations Monthly written reports to Commission Monthly written reports to Commission Operational and financial performance of divestment business Operational and financial performance of divestment business Preservation of viability, marketability and competitiveness of divestment business Preservation of viability, marketability and competitiveness of divestment business Progress of divestiture procedure Progress of divestiture procedure Any problems with regard to non- compliance Any problems with regard to non- compliance

Trustee related provisions Conflict of interest : trustee has to be independent from merging parties Conflict of interest : trustee has to be independent from merging parties Remuneration Remuneration Indemnity Indemnity Confidentiality Confidentiality

Work in practice Within 1 week after decision : parties propose trustee (management consultancy or accountancy company, individuals) Within 1 week after decision : parties propose trustee (management consultancy or accountancy company, individuals) Commission approves trustee on the basis of independence, necessary qualifications, no conflict of interest Commission approves trustee on the basis of independence, necessary qualifications, no conflict of interest Selection of trustee is case specific Selection of trustee is case specific

Work in practice Trustee mandate + approval Commission Trustee mandate + approval Commission Kick-off meeting Commission-trustee Kick-off meeting Commission-trustee Trustee reports on monthly basis Trustee reports on monthly basis Possible additional questions Possible additional questions Reasoned opinion on proposed purchaser Reasoned opinion on proposed purchaser Discharge of trustee Discharge of trustee If parties fail to find purchaser : appointment of divestiture trustee If parties fail to find purchaser : appointment of divestiture trustee

Discussion points Ideal situation : trustee already in place when decision Commission is taken? Ideal situation : trustee already in place when decision Commission is taken? Possible tasks for trustee after fulfilment of commitments until closing? Possible tasks for trustee after fulfilment of commitments until closing?