145 / 469
COMPETITION LAW
131
whether a restraint is necessary, the duration and scope of the restraint
shall be taken into consideration, in addition to its nature. On the other
hand, the restraint with the least restriction on competition must be
preferred among alternative restraints that serve to attain the same goal.
Conclusion
The Guidelines, in order to well-determine whether or not an operation
of merger or acquisition is submitted to the authorization of the Board,
gives detailed information on the calculation of the turnover threshold
and the definition of the concerned undertakings.
Nevertheless, if there is not any operation of merger or acquisition
falling within the scope of the Communiqué No. 2010/4, there is no need
to determine if the turnover thresholds are exceeded. As a matter of fact,
in such case, the operation is not submitted to authorization.
Therefore, it would have been more appropriate if first the notions of
“mergers and acquisitions” and “permanent change in control” stated in
Article 5 of the Communiqué No. 2010/4 were analyzed by the Guidelines.