On June 2, 2025, the European Commission (“Commission“) adopted a decision[1] imposing a fine totalling €329.000.000 on Delivery Hero and Glovo for anti-competitive agreements that significantly distorted competition throughout the European markets between July 2018 and July 2022, in breach of Article 101 of the Treaty on the Functioning of the European Union (TFEU). The decision marks the first time the Commission has treated a no-poach labour-market agreement as a cartel. Notably, the decision also finds that the parties, in a time preceding the acquisition of control of Glovo by Delivery Hero, exploited a pre-existing non-controlling minority shareholding of Deliveroo Hero in Glovo to exchange sensitive information and coordinate their conduct. This element of the infringement – which is also somewhat unprecedented – suggests a move which may entail a more aggressive enforcement policy of the European Commission in economic sectors affected by common shareholdings and roll-up strategies by financial institutions or private equity funds.
The market context and its players:
Delivery Hero is a global leader in the food delivery industry. Based in Berlin and listed on the Frankfurt Stock Exchange, it operates in over seventy countries, including sixteen within the EEA. Its platform connects hundreds of thousands of restaurants with consumers who are able order meals, groceries, and convenience items on demand. Glovo, founded in Barcelona, operates in over twenty countries, eight of them inside the EEA. Glovo offers an analogous app-based service that hinges on rapid last-mile logistics. The Commission’s investigation found that, in this data-driven sector, rivalry is not confined to winning over diners and restaurant partners; but extends to recruiting staff in areas such as algorithm design, data science and logistics optimisation, as well as to attracting large pools of couriers: any restraint that suppresses hiring opportunities or limits territorial expansion can therefore rapidly distort market structure.
From minority investment to full ownership:
The relationship between the two companies began in July 2018, when Delivery Hero acquired a minority stake in Glovo. The accompanying shareholders’ agreement already contained a narrow reciprocal clause clearly stating that the parties would not solicit each other’s employees. Over the next four years, the connection between them strengthened significantly: the Commission found that board representatives begun exchanging increasingly detailed commercial information, and senior executives consulted one another before deciding whether to enter, withdraw from, or remain absent in particular national markets; by July 2022, when Delivery Hero transitioned from minority investor to majority owner, the Commission concluded that the parties had already ceased to act as genuine independent competitors since long before. The Commission conducted dawn raids in June 2022 and issued a Statement of Objections in July 2024, culminating in a settlement decision in June 2025. Each company received a ten-percent reduction in the fine for acknowledging liability under the settlement procedure.
The contested conduct:
The Commission identified three strands of misconduct and treated them as inseparable elements of a single infringement “by object” under Article 101 TFEU, meaning that a fully-fledged analysis of anti-competitive effects is unnecessary to establish the infringement. The no-poach agreement, which began as a narrow contractual safeguard for a strategic investment, evolved into a sweeping prohibition on hiring or even soliciting each other’s staff. This eliminated a strategic factor of competition “for the best talent” and curtailed worker mobility between direct competitors. Second, board-level contacts and informal exchanges produced a steady flow of commercially sensitive information concerning prices, costs, capacity, product features, and strategic roadmaps. Third, the two companies aligned their geographic strategies to avoid overlaps, informally allocated territories, and coordinated expansion plans in advance. The Commission did not analyse actual market effects because each strand was inherently capable of restricting competition according to the notion of “by object” infringement.
The minority shareholding played a pivotal role:
Minority shareholdings or other structural or personal non-controlling links (e.g. interlocking directorates) between competitors are not per se prohibited or per se sufficient to establish an infringement of EU competition law. However, the Commission concluded that Delivery Hero’s stake in Glovo was used as means for collusion based on findings of additional elements that constituted at least presumptive indication of infringement. More specifically, the Commission based its findings on that the board representation granted Delivery Hero direct access to Glovo’s confidential data; and the equity link created by the minority interest incentivised financial alignment while discouraging aggressive competition; further, the governance rules provided a legitimate forum for exchange of information that, however, in the Commission’s view was exploited to coordinate strategic decisions. Indeed, these elements do not seem very case-specific and are possibly present in any situation of minority or common shareholdings or similar structural links between competitors. Nonetheless, in this case the Commission established infringement under a settlement procedure, which entails admission of liability by the parties, therefore the investigation and reasoning of the Decision do not need to meet a strict standard of proof and thoroughness. This is the first Commission decision to incorporate the very existence of a minority interest as a presumptive and constituent element of cartel conduct and signals that “structural links” falling short of control may (or will) henceforth attract closer scrutiny.
The decision of the European Commission is set to become an ever-more important precedent for the gig economy:
The Commission has thus taken the decisive step of aligning EU practice with enforcement trends in the United States, where both the Department of Justice and the Federal Trade Commission increasingly treat labour-market coordination as antitrust misconduct. This case also stands as boundary between merger control and cartel enforcement. Notably, a minority shareholding, which was not found to constitute a concentration or a gun-jumping violation under the EU Merger Control Regulation (Reg. 139/2004), has been found to infringe Article 101 TFEU as it facilitated collusive behaviours between competitors that still had to act independently at that time.
Further, this ruling makes it clear that the Commission is willing to continue enforcement of competition law in digital-platform industries on the ground that these industries benefit from network effects and data advantages that may rapidly harm competition in the relevant markets, even if the collusion is only temporary.
The message to investors seems clear: minority shareholdings require thorough antitrust due diligence. Information flows must be ring-fenced: only information that is strictly necessary to protect the value of the minority investment and minority shareholders’ rights can be exchanged between common shareholders if competitors (including if only with respect to a common labour market).
Furthermore, non-solicitation clauses relating to personnel, whether in shareholder agreements or ordinary commercial contracts, must be considered with all due care: agreements going beyond – in terms of scope or duration – the protection of a legitimate investment risk falling short of the safe-harbour for “ancillary restrictions” (i.e. directly related and necessary) to equity investments and being reclassified as by-object infringements. Companies having common shareholding links must also document the safeguards taken to ensure independence to defend themselves from the wide recourse to presumptions in antitrust investigations, also considering the additional risk of follow-on damages actions, as a final decision rendered by the Commission provides binding proof of the infringement in national courts for private enforcement purposes.
The Delivery Hero/Glovo decision marks the expansion of the boundaries of EU cartel enforcement, decisively encompassing both labour-market coordination and anticompetitive uses of minority equity links. Businesses holding even modest stakes in competitors, and even players active in neighbouring markets or within the same industry, must review their governance structures, information-sharing protocols and hiring and solicitation practices. Future targets or similar investigations may be private equity and investment funds that pursue so called roll-up strategies in certain industries, particularly in the digital and tech-intensive sectors but possibly also in traditional industries.
[1] European Commission, Commission fines Delivery Hero and Glovo €329 million for participation in online food delivery cartel, Press Release IP/25/1356 (2 June 2025), available here.
