Crossing the Line: How a Minority Shareholding Enabled Anticompetitive Conduct in Labour Markets

Delivery Hero and Glovo were fined a total of €329m for agreeing not to poach each other’s employees, as well as allocating geographic markets, exchanging commercially sensitive information and aligning commercial strategies.

Never before has the EC fined companies for anti-competitive conduct caused by a non-controlling stakeholder, or for conduct relating to labour markets. This decision therefore sets a clear precedent not only for the EC but for other jurisdictions globally and, as such, holds some key lessons for minority investors and companies entering into labour-related arrangements.  

When does a minority shareholding risk being anti-competitive?

Delivery Hero acquired a minority stake in its competitor Glovo in 2018 and progressively increased this stake until it acquired sole control in July 2022. The EC found that prior to July 2022, Delivery Hero’s minority stake gave it access to Glovo’s commercially sensitive information. According to the EC press release, having this information allowed Delivery Hero and Glovo to align and influence each other’s market conduct.  

While EC guidance recognises that structural links between competitors can facilitate collusion, the EC has now for the first time confirmed in a decision that “horizontal cross-ownership between competitors may raise antitrust risks and should be handled carefully”. It brings into focus the need for investors and sectors where linkages between competitors may be common to ensure that appropriate safeguards are in place.

Key takeaways for competitor minority shareholders:

• Limit information sharing to what is required to protect the investment. The EC was particularly concerned about the exchange of information on commercial strategies, prices, capacity, costs and product characteristics as being commercially sensitive and inappropriate to be shared between competitors.
• Ensure that commercially sensitive information is ringfenced appropriately within the minority shareholder so that the sharing of such information cannot lead to influencing its own market conduct and ultimately remove the competitive constraint between the minority shareholder and its competing subsidiary.
• Competition is not limited to products or services but more broadly covers labour-related markets, so all minority shareholders should be conscious of how labour-related information is received and shared internally where they could compete for the same labour pool. Commercially sensitive information in labour markets can include: non-public information about current salaries, bonuses or other benefits; proposed pay increases and relevant timing; and hiring intentions and strategy.

These takeaways are not novel and reflect well-established compliance principles in any collaboration between competitors ranging from e.g. investment firms who hold non-controlling stakes in competing portfolio companies, due diligence processes for M&A transactions between competitors and relationships between competing JV shareholders.

Parallels can be drawn from the US where Section 8 of the Clayton Act prohibits a director or officer of one company from sitting on the board of a competing company.  While there are safe harbors and exemptions to Section 8, the Clayton Act’s prohibition on interlocking directorates addresses the concern that competitors may, through their board of directors, coordinate their competitive decision making or potentially facilitate the exchange of competitively sensitive information.

When do labour law arrangements risk being anti-competitive?

When Delivery Hero acquired its minority stake in Glovo in 2018, the parties agreed not to hire certain employees from each other. This was then expanded to cover active approaches to all employees.

The EC’s press release does not contain further detail about the EC assessment but overall, labour-related arrangements between competitors are considered harmful as they reduce opportunities for people to move jobs (particularly if there are a limited number of employers),  they can lead to lower salaries than would otherwise have been the case on a fair labour market and they can restrict competition by making it more difficult for other companies to access the resources they need. Even if the restriction in this case was limited to active hiring, individuals would have to know about opportunities with the other company and approach them directly.

Focus on labour markets beyond the EC

Labour-related restrictions have been a growing focus of competition authorities worldwide and a number of competition authorities have singled out labour markets as one of their focus areas for the coming year. The UK Competition and Markets Authority (“CMA”) recently announced its first decision on labour markets, finding that a number of major sports broadcasting companies had exchanged information on rates of pay to freelance service providers. Although no formal agreement was signed, email exchanges made clear that competitors were making decisions on pay based on the information being shared.

At the European Union level and more particularly in France, on 11 June 2025, the French Competition Authority ("FCA") has sanctioned four companies active in the engineering, technology consulting and IT services sectors. The practices concerned were involving two separate anticompetitive agreements between : (i) Ausy (now Randsatd Digital) and Alten, and (ii) Expleo and Bertrandt, for introducing general no-poach agreements. They took the form of gentlemen’s agreements aimed at prohibiting the companies in question from soliciting and hiring each other’s employees. The FCA has imposed a total fine of €29.5 million on Alten, Expleo and Bertrandt. while Ausy has received full immunity from fines further to a lenieency application.

A number of cases concerning labour restrictions are also ongoing, including the CMA’s investigation into the supply of fragrances and fragrance ingredients, and the EC’s investigation into the data construction sector. 

Key takeaways for labour-related agreements or information exchanges:

• Agreements between companies who compete for labour can be anti-competitive even where those companies do not otherwise compete in the products or service they supply and therefore has a very wide net;
• Companies should not agree among each other to fix wages or other types of compensation or benefits.
• Companies should not agree not to poach each other’s employees, either through agreeing not to hire the other’s employees actively or passively, or agreeing not to actively approach the other’s employees. Some national competition authorities (including the CMA) will only review reciprocal no-poach agreements, but the EC considers even non-reciprocal agreements to be problematic.
• Companies should carefully consider what information can be shared about terms and conditions that a business offers to workers. Companies should make sure HR teams, hiring managers or anyone else tasked with procuring labour are aware that these topics should not be discussed. As seen from the CMA’s recent decision, this also applies to freelance or temporary labour services.
• This does not mean companies can no longer receive any information. For example, it is less problematic (and even pro-competitive) to receive benchmarked salary information where this has been sufficiently aggregated and anonymised.

What next?

Minority investors should review their information flows, and if necessary introduce protocols to ensure commercially sensitive information is not inappropriately shared. Investors may be able to cooperate or enter into agreements with competitors, but the competition law risk should be individually assessed as with any other agreement between competitors.

Labour market infringements continue to be a key focus for competition authorities globally, but as such conduct has been called out for several years, authorities are unlikely to show any discretion for novelty. In particular, now that the EC has issued its first decision, it will expect companies to know wage-fixing and no-poach / non-solicitation agreements are illegal and will be pursued (either directly or by national competition authorities). Other authorities, including the UK, Canada, Poland, Sweden, Australia, Turkey and Hong Kong, have published guidance documents on these risks and will expect them to be followed. This all suggests more enforcement to follow.