Minority Shareholdings Collusion Risks

Delivery Hero and Glovo: for the first time the European Commission has sanctioned the anti-competitive use of minority shareholdings

The €329 million European Commission's fine against Delivery Hero and Glovo signals a shift in European competition law, highlighting the significant risks  of collusion associated with minority shareholdings in rival companies.

The Commission found that Delivery Hero’s minority, non-controlling stake in Glovo (acquired from 2018 and increased to full control in 2022) enabled and facilitated unlawful coordination between the two companies. This included exchanging sensitive commercial information, dividing markets, and agreeing not to poach each other’s employees—practices that collectively constituted a cartel and violated Article 101 TFEU. This case is both the first time the European Commission has sanctioned the anti-competitive use of a minority shareholding in a rival company, and also the first EU enforcement case concerning labor market collusion (no-poach agreements), further broadening the scope of EU competition law.

The Commission clarified that minority shareholdings  become problematic, not only when used to gain inside information, but also to influence decisions in ways that harm competition. The Commission’s action sends a clear warning to companies across sectors—especially those with cross-shareholdings or investments in potential rivals (e.g., Big Tech, banking)—that even non-controlling stakes can trigger antitrust liability if used to coordinate behavior or exchange sensitive information, suggesting  increased vigilance regarding minority shareholder arrangements and labor market collusion and that further investigations and enforcement actions may follow.

Main Arguments:

- Minority Shareholding as a Collusion Channel: Delivery Hero’s minority stake was central to the infringement as it enabled Delivery Hero to access Glovo’s commercially sensitive information, influence its decisions, and coordinate strategies—well beyond what is permissible for a passive financial investor

- Mechanisms of Collusion: Formal (board representation, voting rights, and shareholder agreements, including no-poach clauses); Informal (Direct communications, including WhatsApp messages and emails, and the sharing of strategic business information that should have remained confidential)

- Nature and Scope of Collusion: the two companies exchanged sensitive commercial information (e.g., pricing, capacity, costs, market strategies); agreed not to poach each other’s employees and suppressed labor mobility and wages; and agreed to avoid entering each other’s national markets and coordinating entry into new markets

Comment: US/EU emerging convergence on minority shareholdings antitrust liability?

The FTC/DoJ and the European Commission actions establish a new enforcement frontier: using antitrust law to police shareholder conduct. A more nuanced, effects-based analysis of conduct and influence, making the line between legitimate investor oversight and anti-competitive coordination not always obvious.

Both US and EU authorities are thus converging on an approach that scrutinizes the effects and conduct associated with minority shareholdings, rather than condemning the structure itself.