Judgments of 1 October 2026, C-855/24 P (Crown Holdings) and C-845/24 P (Silgan Holdings)
When the cartel investigation changes to the EU Commission
Companies cannot rely on the fact that a process started once at the Bundeskartellamt is also completed there. On 1 October 2026, the European Court of Justice confirmed that the European Commission was entitled to take over antitrust proceedings under certain conditions, even though a national competition authority had already been established.
The decisions concern the Crown and Silgan groups. The focus was on the conditions under which the Commission could bring about an ongoing national procedure and what requirements should be laid down to justify this decision.
For companies with ongoing antitrust investigations, the ruling is an important indication: Changes in the structure of the group during a procedure can not only have corporate and economic consequences, but also affect the jurisdiction of the investigating competition authority.
What has the ECJ decided?
The proceedings were based on cartel investigations by the Federal Cartel Office, which had already begun in 2015. They concerned alleged anti-competitive practices in the metal packaging market.
The EU Commission later initiated its own proceedings. This transferred jurisdiction under Article 11(6) of Regulation (EC) No 1/2003 to the Commission. The companies concerned opposed this decision and the resulting decisions.
The ECJ rejected the appeals and thus confirmed the contested decisions of the European Union Court of First Instance. Antitrust fines imposed on the companies concerned remained in place.
It was crucial, among other things, that restructuring during ongoing investigations could undermine the ability of a national competition authority to enforce an effective sanction. The Commission did not have to demonstrate that the Bundeskartellamt could indeed no longer impose an effective fine. It was sufficient that the available information supported the assessment that restructuring could make effective enforcement of competition rules more difficult and that the Commission would therefore be better able to conduct the procedure.
The ECJ also made it clear that, when taking a procedure, the relevant requirements for an appropriate period of proceedings and the reasons for the decision must be observed.
Official decisions: C-855/24 P – Crown Holdings and Case C-845/24 P – Silgan Holdings.
Why corporate restructuring is risky during cartel investigations
Restructurings, acquisitions, sales of business units or intra-group transfers may have an impact on cartel proceedings even if they are carried out for economic or organisational reasons.
The decisions show that such operations should not be considered in isolation during the ongoing procedure. They may influence which companies can be held responsible for previous infringements and which authority can ensure an effective sanction.
For compliance practice, this means that restructuring should not be assessed solely on the basis of its corporate, tax and economic consequences. Existing or imminent antitrust investigations must be included in the risk assessment.
However, the judgment does not give rise to a general ban on restructuring during ongoing proceedings. Rather, it confirms that concrete changes in the corporate structure can play a role in assessing jurisdiction and effectively enforcing antitrust law.
What are the consequences for compliance?
Companies should ensure that ongoing antitrust proceedings are taken into account in key strategic decisions. This includes in particular a coordinated cooperation between legal department, compliance, management and the persons responsible for transactions.
The following measures are useful:
- Current procedures cover: Antitrust investigations and administrative inquiries should be centrally documented and known to the relevant decision-makers.
- Consider early restructuring: In the case of sales, mergers, intra-group transfers and other structural measures, it should be examined whether ongoing investigations or possible sanctions are involved.
- Legal review before release: Significant transactions should also be assessed in antitrust terms before they are implemented. This should include possible implications for responsibilities, accountability and the enforceability of sanctions.
- Ensure documentation: Decision-making bases, responsibilities and the assessment of antitrust risks should be clearly stated.
- Coordination of communication: Information on ongoing investigations should be monitored within the company and coordinated between the departments involved.
The leniency strategy and cooperation with competition authorities should also be examined at an early stage when a company is confronted with a suspicion of cartels.
What Companies Should Review Now
The judgments show that antitrust compliance is not complete with the introduction of conduct directives or regular training. It must also intervene in strategic decisions and changes to the corporate structure.
Companies with ongoing investigations should therefore consider whether their internal clearance processes take sufficient account of antitrust risks. In the case of planned restructurings, early coordination with specialised legal advisers is recommended.
The ECJ strengthens the EU Commission's ability to intervene in ongoing antitrust investigations if this is necessary for the effective enforcement of European competition law. Companies should therefore carefully plan restructurings during a procedure and have them accompanied by antitrust legislation.
This post was created using artificial intelligence. The contents serve for general information and do not replace individual legal advice.