On 23 June, the European Commission ("Commission"),
following a Phase II investigation, unconditionally approved the
acquisition by Liberty Media Corporation ("Liberty
Media") of Dorna Sports, S.L. ("Dorna") (Case
M.11539, Liberty Media/Dorna Sports).1 The
acquisition brings together Liberty Media's Formula 1 business
with Dorna's motorcycle racing business, MotoGP, a combination
which was abandoned back in 2006 in light of the Commission's
concerns at the time that it would lead to market power and
reduction of competition including in a narrow market for the
licensing of broadcasting rights to motorsports. Yesterday's
decision ("Decision") demonstrates the Commission's
willingness to depart from precedent if there is convincing
evidence that the markets have evolved, and reflects a more nuanced
approach to defining the relevant market for assessment of a
transaction's likely impact on competition.
The Decision also constitutes a rare occurrence of the Commission
granting unconditional approval following a Phase II merger control
review. In the last decade,2 the Commission received
3,760 notifications and initiated 77 in-depth, Phase II
investigations. Over the same period, only nine transactions were
cleared unconditionally following Phase II.3
In reaching its decision, the Commission departed from the narrow
product market definition in its 2006 decision Case M.4066
(CVC/SLEC), involving the same combination of businesses.
In that case, the Commission's Phase I approval for CVC's
acquisition of Formula 1 was conditioned on the divestment of
MotoGP, given concerns that the Parties faced insufficient
competition from other sports in the licensing of rights to
broadcasters. While the Commission is not bound by past
decisions,4 precedent nonetheless plays a crucial role
in its decisional practice (as well as that of EU national
competition authorities) and will generally be the starting point
for the Commission's assessment. The Decision, in line with
some more recent cases involving the licensing of broadcasting
rights to sports content, acknowledges that the relevant product
market is broader than motorsports, and that Formula 1 and MotoGP
compete with a broad array of sports content.
This outcome reflects the principles embedded in the
Commission's 2024 Revised Market Definition Notice5
including the guidance on the assessment of market definition and
market power in differentiated markets. Critically, Liberty Media
(and the feedback from the Commission's market outreach) have
demonstrated that, far from being close competitors, Formula 1 and
MotoGP compete with a variety of sports. On this basis, the
Commission has been able to confirm the absence of competition
concerns in relation to the transaction.
This case highlights the continued importance of market definition
as a starting point in EU merger control practice, as well as the
need for businesses to factor in lengthy review periods—in
particular when clearance hinges on a departure from the
regulator's prior decisional practice.
Baker Botts advised Liberty Media on the regulatory aspects of the
transaction, including merger control across the EU, UK, Australia
and Brazil and foreign direct investment controls in Europe.
Footnotes
1. https://ec.europa.eu/commission/presscorner/detail/en/ip_25_1581
2. Between January 2015 and December 2024.
3. European Commission, Competition Policy: Statistics on Mergers cases (updated 2 June 2025), available at: https://competition-policy.ec.europa.eu/mergers/statistics_en.
4. Communication from the Commission – Commission Notice on the definition of the relevant market for the purposes of Union competition law, OJ C 2024/1645, 22 February 2024 ("Revised Market Definition Notice"), para. 14.
5. Including Liberty/Ziggo COMP M.7000, 4 April 2018
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