Minority shareholding in a competitor as antitrust risk

In a decision dated 2 June 2025, the EU Commission imposed heavy fines on Delivery Hero and Glovo for a multi-year antitrust violation in the online food delivery sector (AT.40795).

Delivery Hero acquired a 15% minority stake in 2018, which it increased to 37.4% by the end of 2021. In mid-2022, Delivery Hero finally assumed sole control of Glovo. The EU Commission accused Delivery Hero and Glovo of using the minority shareholding and the resulting shareholder position to coordinate their competitive behaviour over several years.

In its decision​, the EU Commission has clarified that a minority shareholding in a competitor does not in itself violate EU competition law. However, it has nevertheless established a clear link between the minority shareholding and the antitrust violations committed. The minority shareholding enabled the companies to engage in anti-competitive coordination at various levels. The EU Commission essentially has focused on the following conduct:

The shareholder agreement concluded with the minority shareholding included a ‘no-hire clause’. This provision prohibited both companies from hiring employees of the other company. The EU Commission has made it clear that such competition-restricting agreements (just like ‘non-solicitation’ or ‘no-poach’ agreements) are inadmissible, even in the case of a minority shareholding.

The minority shareholding granted Delivery Hero a seat on Glovo's board of directors and certain rights that enabled it to influence decision-making processes and thus Glovo's business strategy, and to align it with its own strategy. The EU Commission based its decision, among other things, on the fact that documents containing strategically relevant information from Glovo's board meetings were forwarded to Delivery Hero's management by the participating Delivery Hero board member. In addition, Delivery Hero used its position as a minority shareholder to influence Glovo's geographical area of activity in the EEA. This ultimately resulted in an illegal market sharing between the companies.

The minority shareholding created ties between employees at various levels and in various functions of the two companies. These connections were (also) supported and reinforced at a high level within both companies, as evidenced by numerous messages, calls and other communications between the companies' management. This resulted in the exchange or unilateral disclosure of information relating to important competitive parameters, including current and future prices, production capacities, business strategies, cost structures and elements, and forecasts of future sales.

In its decision, the EU Commission has made it clear that the intra-group privilege does not apply to non-controlling minority shareholdings. Furthermore, the protection of minority shareholdings does not justify the anti-competitive coordination on recruitment, information exchange and market sharing.

Almost at the same time, the German Federal Cartel Office concluded administrative cartel proceedings against Deutsche Post and the Max-Ventures Group. The case concerned a service provider in the field of letter consolidation (Compador Dienstleistungs GmbH). Max-Ventures held a 74% stake in this company and Deutsche Post held 26%. In addition, further contractual agreements were concluded between Deutsche Post and Max-Ventures.

As both groups of companies were active in Compador's market segment, the Federal Cartel Office expressed competition concerns. The potential competitive impact of Compador on the market-leading Deutsche Post would be naturally significantly reduced as long as Deutsche Post AG is intertwined with its most important competitor, Max-Ventures.

After Deutsche Post sold its shares to the Max-Ventures Group and the accompanying agreements were terminated, the Federal Cartel Office closed the proceedings. It stated that the dissolution of the interlocking relationship was the correct measure to ensure the maintenance of competitive markets.

The Federal Cartel Office had already expressed competitive concerns with a view to interlocking relationships between competitors, particularly in connection with joint ventures, in its sector inquiries into rolled asphalt (2012) and cement and ready-mixed concrete​ (2017). There, the Federal Cartel Office even established a presumption of anti-competitive effects in cases where at least two shareholders and the joint venture itself are active in the same relevant product and geographic market.

In the USA, a high-profile case is currently being discussed involving alleged antitrust violations in connection with minority shareholdings (State of Texas vs. Black Rock et al.). Here, the allegation is that three large investment companies used their minority shareholdings in competing companies to restrict competition, for example by encouraging their portfolio companies to cut back production. The proceedings are still ongoing, but they show that the issue may be particularly relevant for investment companies, asset managers and private equity firms with multiple minority shareholdings in a market segment.

Minority shareholdings in competitors are not prohibited per se. However, the EU Commission's fine against Delivery Hero makes it clear that acquiring a minority shareholding in a current or potential competitor involves significant antitrust risks. Affected companies should pay particular attention to the following aspects:

4. Labour markets remain the focus of competition authorities: non-solicitation clauses or similar provisions should not be agreed even in the case of minority shareholdings. The EU Commission’s decision demonstrates once again the commitment of competition authorities to tackling no-poach and no-hire agreements between companies. It is imperative that companies incorporate this aspect into their antitrust compliance, irrespective of minority shareholdings.