Minority Shareholding on the regulators’ radar

This week, the Federal Cartel Office (FCO) closed administrative proceedings against companies belonging to Deutsche Post AG (DPAG) and the Max Ventures Group (Max Ventures) after the companies dissolved their corporate ties. The competition concerns related to a minority shareholding of DPAG in competitor.

The decision is in good company, as there have recently been several cases in which minority shareholdings triggered competition concerns. Time to shed some light on the cases and the concerns.

The DPAG-case

DPAG and Max Ventures both offer so-called mail consolidation services via subsidiaries. This is a special service for mail delivery offered to business customers, which includes the collection, pre-sorting and transport of letters. The FCO had two concerns regarding connections between the companies:

• Both companies owned shares in compador Dienstleistungs GmbH, which also offered mail consolidation services –Max Ventures held 74% of the shares while DPAG held the remaining 26 %.  
• At the same time, the subsidiaries of Max Ventures had contractually transferred their mail consolidation services to Deutsche Post InHaus Service GmbH – a subsidiary of DPAG.

The FCO expressed concerns that competition will be severely dampened as long as DPAG is intertwined with its most important competitor Max Ventures.

The companies have therefore dissolved their ties. DPAG has transferred its minority shares in compador to Max Ventures and the contractual transfer of mail consolidation services of Max Venture’s subsidiaries to Deutsche Post InHaus GmbH has been revoked.  The FCO has pointed out that the parties could renegotiate the transfer of mail consolidation services without any ownership ties.

Some background to the administrative proceedings

The proceedings initiated by the FCO in July 2023 against DPAG and Max Ventures was purely administrative. Within such proceedings, the FCO cannot impose any fines, and can only impose remedies. It could, however, initiate a cartel proceeding at any time, including on the back of an administrative proceeding, in the course of which fines are naturally possible. To do so, the FCO must prove that the infringement was committed intentionally or negligently.

Previous cases addressing minority shareholdings

The DPAG-case is not the only case this summer in which a competition regulator has taken a critical view of minority shareholdings in a competing company:

• Lufthansa / airBaltic: Just last month, the FCO approved Lufthansa’s acquisition of a 10% minority stake in airBaltic despite competition concerns. The FCO assumed that the two companies were in close competition on some flight routes where there was not enough competition. At the same time, Lufthansa and airBaltic were also contractually connected with so-called wet-lease-cooperations (i.e. the provision of aircraft and crew against payment).
  The FCO raised the concern that airBaltic would therefore take Lufthansa’s interests into account when making its business decisions. Despite the competition concerns, the FCO had to clear the acquisition without remedies, as the affected markets had too little economic significance due to the low turnover (less than EUR 2 million in Germany, so-called minor markets, where the FCO is not allowed to intervene).
  
• Delivery Hero / Glovo: Also in June 2025, the European Commission  imposed a fine of EUR 329 million on two food delivery companies, namely Delivery Hero and Glovo. At the time of the infringement, Delivery Hero held a minority stake in Glovo (later, in 2022, Delivery Hero acquired sole control over Glovo). The Commission found that the companies had entered into a no-poach agreement, exchanged competitively sensitive information and allocated geographic markets. The Commission was of the opinion that Delivery Hero’s minority shareholding had a decisive role in this, as it facilitated the exchange of information. Additionally, Delivery Hero’s voting rights might have been used to influence Glovo’s business decisions. This decision was not only the Commission’s first one concerning the labour market but also the first one sanctioning the anti-competitive use of a minority share in a competing business.

• Just Eat Takeaway / Prosus: A minority stake also appears to play a role in the Commission’s ongoing merger control proceeding concerning Prosus’ acquisition of Just Eat Takeaway – namely the minority stake held by Prosus in Delivery Hero, a competitor of Just Eat. This is at least indicated by the questionnaire sent by the Commission to market participants, since the questions reportedly point out the countries in which Just Eat and Delivery Hero have the largest overlaps. However, at this stage of the proceedings it remains to be seen how the minority shareholding will ultimately affect the outcome of the merger control proceeding.

Key Takeaways

A few conclusions can be drawn from these recent cases concerning minority shareholding:

• Owning a (minority) stake in a competitor as such is not illegal – however, it may raise antitrust risks.
• Competition regulators are increasingly scrutinizing minority shareholdings in competing companies in all types of proceedings.
• Doing so, they expressed numerous competition concerns, such as muted competition; the possibility of exchanging information; de facto influence on business decisions; or effects on contractual agreements.

Photo by Ben Wicks on Unsplash