In a significant recent shift, competition regulators in both the US and EU launched enforcement actions in May and June 2025 targeting anti-competitive conduct linked to minority shareholdings.
These cases mark a new frontier in antitrust enforcement – extending scrutiny to non-controlling stakes, labour market restrictions and ESG-driven coordination. They send a strong signal for businesses to remain vigilant and proactive in managing competition risks in these fields.
1. EU: Delivery Hero/Glovo case
The European Commission (EC) fined Delivery Hero (€223 million) and Glovo (€106 million) for collusion facilitated by Delivery Hero’s minority stake in its rival Glovo – marking the EU’s first cartel case involving such a shareholding. The case also raised red flags over labour market restrictions.
The EC found three coordinated practices across the European Economic Area (EEA) from July 2018 to July 2022, up until Delivery Hero’s acquisition of sole control over Glovo:
- No-poach agreements: Reciprocal “no-hire” clauses limiting employee mobility, thereby negatively impacting their wages.
- Exchange of sensitive information: The minority stake in Glovo fostered close executive ties, leading to the exchange of sensitive commercial data – such as pricing, plans, costs and product details – via shared documents and meetings.
- Market allocation: Dividing national markets and avoiding competition by agreeing on territories and selling overlapping businesses.
The EC uncovered the cartel during dawn raids at Delivery Hero and Glovo in June 2022 and November 2023, which led to formal investigations in July 2024 and a total fine of €329 million, with 10% reduction for their cooperation.
2. US action targeting institutional investors’ use of common ownership to collude
In May 2025, the US Federal Trade Commission (FTC) and Department of Justice (DOJ) expressed their support to a coalition of states in a lawsuit against three major institutional investors holding between 24% and 34% of the shares in seven of nine publicly listed US coal producers, and smaller stakes in the remaining two. Together, these coal producers account for nearly half of the nation’s coal output.
Plaintiffs allege the following:
- The three investors used their significant ownership stakes to collectively pressure their portfolio companies to reduce coal production. This alleged pressure was in line with their commitments under the Net Zero Asset Managers Initiative, which requires members to pursue decarbonisation goals.
- To further these objectives, the three investors are accused of exchanging competitively sensitive information. This information-sharing allegedly helped them monitor and ensure that the coal producers acted in alignment with each other.
US authorities argue that these coordinated actions amount to illegal collusion. They contend that such behaviour can reduce coal output and raise energy prices, which is prohibited under US antitrust law. Importantly, unlike other jurisdictions like the EU, pursuing carbon reduction or environmental goals does not serve as a valid legal defence in the US if the effect of the conduct is to restrict output or increase prices.
3. What are the takeaways from the EU and US actions?
A. Minority shareholdings are no longer off the radar:
Minority shareholdings have often escaped antitrust scrutiny because they typically do not confer control and therefore fall outside the scope of traditional merger control review in majority jurisdictions.
However, these recent moves show a shift: regulators are now paying close attention to how minority stakes might enable coordination between competitors.
Even if the stake does not grant control, communications facilitated by corporate governance rights can still lead to antitrust violations. Rights such as appointing directors, attending board meetings or accessing sensitive information can create opportunities for collusion between rivals.
Without proper safeguards (e.g. information firewalls) in place, minority investors may inadvertently or deliberately collude with rivals, giving rise to antitrust risk.
For minority shareholders, the warning is clear: exchanging sensitive information or coordinating with a competitor in which you hold a minority stake can constitute a violation of antitrust laws – and may even be viewed as evidence of gun-jumping in a merger context.
This also sends a heads-up to investors with stakes in competing companies: they should avoid facilitating coordinated behaviours across their portfolios. Seeking synergies at the expense of competition can lead to enforcement.
B. Labour market restrictions as antitrust violations
Restrictions in labour markets – such as no poach agreements between rivals – are drawing growing scrutiny as serious antitrust violations. This enforcement trend, which began in the US, is now spreading internationally, highlighted by cases like Delivery Hero/Glovo in Europe. Regulators are sending a clear message: labour markets are now firmly on the antitrust radar.
Landmark US precedent: Todd v Exxon
To better understand antitrust enforcement in labour markets, it is helpful to look at key cases that have shaped this legal landscape. One such landmark case is Todd v Exxon. Here is what happened:
- Exxon and 13 other oil giants (controlling 80–90% of the sector) shared detailed salary data for managerial, professional and technical employees.
- This exchange was facilitated by a third-party consultant involving in-person discussions of company-specific wage data, including past, current and future wage budgets.
- Economic analysis showed this information exchange depressed wages across the industry; Exxon’s salaries were 4.1% lower than industry benchmarks.
- The US Second Circuit ruled that such information sharing could violate antitrust laws by exchanging sensitive information and suppressing wages.
Enforcement insights for Mainland China and Hong Kong businesses:
The US and EU enforcement practices offer valuable insights for managing employment-related clauses under Mainland China and Hong Kong competition rules
- Sharing non-publicly available salary data between competitors – even indirectly – is highly risky and may constitute a direct antitrust violation.
- Wage-fixing or restriction agreements – where rivals collude to set or cap wages, directly or indirectly – are highly likely to be treated as hard-core restrictions because they limit a crucial parameter of competition in the labour market.
- No-poach agreements:
- “Naked” no-poach agreements (with no legitimate business purpose) between competitors can be deemed illegal, similar to market division.
- Agreements tied to legitimate collaborations (like joint ventures or R&D), or between companies at different supply-chain levels, are more likely to be assessed under an effects-based analysis, weighing their actual impact on competition.
C. Navigating sustainability commitments under competition rules
Environmental, Social and Governance (ESG) goals are now a key focus for listed companies – often subject to strict disclosure requirements (e.g. under Hong Kong Stock Exchange rules) – and for institutional investors with portfolios in carbon-intensive industries.
In response, companies and investors are increasingly forming partnerships to meet shared sustainability targets. However, as ESG-driven collaboration among competitors grows, so does the need to assess potential competition law risks.
To address this, the EC updated its Horizontal Guidelines in July 2023, offering greater clarity on how companies can pursue sustainability goals while staying compliant with EU competition law. The update includes a soft safe-harbour for certain ESG-related agreements between competitors, clarifying when such cooperation may be exempt from Article 101(1) TFEU.
In contrast, regions like the US and Greater China have not adopted similar guidance – meaning that poorly structured ESG-related cooperation, without proper competition risk assessment, may carry significant antitrust exposure.
Key takeaways for businesses operating in Greater China:
- ESG is not a shield for cartels
Agreements that pursue ESG goals can still violate antitrust laws if they serve as a cover for anti-competitive conduct – such as fixing prices of “green” products, raising prices to offset sustainability costs or coordinating to delay innovation.
Case in point: three car manufacturers were fined in the EU for colluding to limit the use of cleaner emission technologies. Although guised as a green effort, their collaboration was found to delay innovation and breach EU competition rules.
- Investor collusion targeting portfolio companies
Institutional investors may breach antitrust rules if they collectively use their influence over portfolio companies to force them to reduce output or raise prices – even if the collusion is directed at companies they invest in and for ESG goals.
Antitrust law requires that businesses make independent strategic decisions and coordinated action to restrict output or manipulate market outcomes can be considered a violation of competition rules.
Theoretically, ESG collaborations that restrict competition may qualify for general exemptions — but only under stringent conditions, and the chances of success may not be high.
In Hong Kong, Section 1 of Schedule 1 of the Competition Ordinance allows exemptions for agreements that enhance overall economic efficiency – such as those that foster innovation or generate consumer benefits.
In Mainland China, Article 20 of the Anti-Monopoly Law offers a similar exemption framework.
In addition, R&D collaborations aimed at developing green technologies may benefit from a presumed safe harbour under Article 13 of the Mainland China’s Antitrust Guidelines on the Field of Intellectual Property Rights, provided the parties’ market shares fall below specified thresholds and there is no evidence demonstrating anti-competitive effects.
4. Looking forward
Recent enforcement actions by competition authorities in the US and EU signal a new era of heightened scrutiny – extending to minority shareholdings, labour market practices and ESG-related collaborations.
These developments underscore the need to integrate competition risk assessments into investment, employment and sustainability strategies.
Businesses and investors in Greater China should stay alert to these shifting priorities and seek timely legal advice when structuring cross-company arrangements to mitigate enforcement risks.
