On 2 June 2025, the European Commission (EC) imposed a total of € 329 million in fines on Delivery Hero (DH) and Glovo for cartel conduct (the decision). The two food, grocery and retail digital delivery companies had co-ordinated their market behaviour in online food delivery between 2018 and 2022. 

This decision has two-fold significance. First, it introduces a labour markets theory of harm into the EC’s antitrust decisional practice. Second, it marks the Commission’s inaugural decision concerning cartel conduct in the context of a minority shareholding position – namely, Delivery Hero’s stake in Glovo. Prior to acquiring sole control over Glovo in 2022, DH had held a minority shareholding, which it increased over time.

The EC noted that the investigation formed part of its “efforts to ensure choice and reasonable prices for consumers’ grocery shopping” and that in a “young and dynamic market… operators often seek to lead or else quit the market”. In that context, anticompetitive conduct “in particular market allocation cartels” could create “hidden market consolidation.” In this case, the antitrust infringement involved, inter alia, the parties’ allocation of national markets within the EEA. This progressively eliminated geographic overlaps and effectively prevented new entry into each other’s respective markets (Germany and Spain).

Implications for businesses

• Labour market conduct has emerged as a distinct category of by-object infringement under Article 101 TFEU. When assessing cartel risk, businesses should be mindful that anti-competitive conduct in employment practices – such as wage fixing and no poach agreements -- can constitute a distinct type of by-object infringement under Article 101 TFEU. This can increase overall antitrust exposure and the risk of follow-on damages claims. While the EC may not base its objections solely on labour market harms, recent enforcement trends show a clear willingness to target such conduct alongside broader cartel activity. This should be a key consideration when preparing for or responding to unannounced inspections (‘dawn raids’).
• Labour market concerns may increasingly serve as a gateway for broader antitrust investigations. Reported suspicions of anti-competitive behaviour in employment practices could become a more established entry point, or ‘tip of the iceberg’ – through which the EC and national competition authorities (NCAs) uncover and investigate wider-reaching infringements. Looking ahead, ‘labour antitrust’ is unlikely to remain confined to national competition enforcement.
• Minority shareholdings are a growing area of antitrust scrutiny. Companies should reassess the competition risks associated with minority shareholding arrangements. This includes not only the scope of any minority shareholder information rights and approval rights over strategic decisions, but also the intended use and potential effect of those rights. The EC has now firmly established that agreements involving minority shareholders can serve as a platform for cartel conduct, underscoring the need for careful structuring and compliance oversight.

‘No-poach’ as an antitrust theory of harm

Geographic market allocation remains one of the most established by-object infringements under Article 101 TFEU. In sectors like food and grocery – where consumer welfare is directly and visibly impacted – such conduct is particularly likely to attract enforcement. At the same time, the EC has shown heightened sensitivity to preserving dynamic competition in nascent markets and preventing ‘hidden consolidation’ in digital ecosystems, especially where data aggregation can entrench market power. The link between the need to scale quickly in digital markets and the incentive to cartelise is not new.

However, when DH acquired its initial minority stake in Glovo in 2018, the shareholders’ agreement also included so-called “limited reciprocal no-hire clauses” targeting specific employees. This was later expanded into a general non-solicitation agreement covering active recruitment across the workforce.

‘Labour antitrust’ has gained significant traction in recent years, both in Europe and globally, particularly in the United States. In May 2024, the EC published a ‘Competition policy brief’ on antitrust in labour markets (the EC Policy Brief), concluding that wage-fixing and no-poach agreements generally constitute restrictions by object under Article 101(1) TFEU. The brief also noted that exceptions – such as ancillary restraints or under the Article 101(3) TFEU exemption – are likely to be rare, given that “net efficiencies are uncertain and less restrictive means of achieving them are generally available.” 

The EC Policy Brief also suggested, that NCAs would likely take the lead in enforcing such infringements, due to their typically localised geographic scope. However, the Decision appears to depart from that expectation, signalling a more active role at EU level in addressing labour market infringements. 

Against this backdrop, the Commission’s first formal enforcement action in the labour antitrust space marks a significant milestone. That said, two important qualifiers should be kept in mind. First, the investigation was initiated based on information shared by national competition authorities, as well as a whistleblower—highlighting the role of cooperation and external intelligence in surfacing such conduct. Second, the severity of the market allocation practices across the EEA — a textbook by-object infringement under Article 101(1) TFEU — appears to have been a central driver of both the infringement finding and the level of the penalty imposed. In that sense, the labour market dimension may have been a contributing factor, but not the sole basis for enforcement.

Cartel risk arising from minority shareholdings

Alongside market allocation and no-poach agreements, the two companies exchanged competitively sensitive information (CSI) to align their commercial strategies, pricing, costs, and product offerings. This Decision marks the first time the EC has sanctioned “the anticompetitive use of a minority share in a competing business.” 

Therefore, businesses may need to explicitly document guardrails around onward usage of information received by a minority shareholder, whether they sit horizontally from the company (i.e. as a competitor) or have a vertical relationship (i.e. as a supplier or customer). 

The conduct of any minority shareholder board representatives must be carefully managed too, particularly where the shareholder, remains active in a competing business. Clear protocols should govern any ongoing engagement between the representative and the shareholder to mitigate antitrust risks. This is especially relevant for private equity investors, who may hold minority stakes with board representation across a portfolio of competing companies. In any event, where an initial minority position is intended to evolve into sole or joint control, companies should be alive to the risk of regulatory scrutiny of prior conduct under Article 101(1) TFEU. 

There are important lessons here too for broader M&A activity, including where merger control procedures are involved. In a transactional context, the Decision reinforces the importance of robust – and transparently defensible – protections of CSI pre-completion, including in the period in which integration planning takes place. Where a prospective acquirer misuses CSI, in both a minority and majority acquisition scenario, the EC has made clear now that this can lead to cartel infringements. This reinforces the importance of implementing clear protocols and firewalls to prevent inappropriate information flows between competitors during deal execution.

The Decision carries special relevance for equity investments that fall below the threshold of control under the EU Merger Regulation, including acquisitions of joint control. In digital markets, for instance, investors increasingly favour low-level equity partnerships with strategic commercial influence to avoid triggering burdensome – and potentially insurmountable – substantive merger control procedures. 

It is typical to carefully design minority protections in such circumstances, including information and veto rights, which give the minority shareholders strategic involvement without conferring ‘decisive influence.’ However, such rights must be structured with care: they must not facilitate coordination or collusion between the investor and the target where they both operate in the same horizontal market or influence each other’s commercial strategy. 

Transaction parties must ensure they do not inadvertently create the structural conditions for a cartel within the shareholder framework at the point of investment. If left unchecked, such arrangements can give rise to continuous-type infringements under Article 101(1) TFEU, attracting scrutiny long after the initial transaction.

Recent activities of the NCAs

Following the lead of US enforcement, national antitrust authorities across Europe have increasingly turned their attention to labour market conduct. Most recently, the Slovakian competition authority imposed its first-ever fine on a trade association for a labour market cartel and warned businesses not to enter into such agreements. The trade association had adopted a so-called Code of Ethics prohibiting association members from poaching each other's employees. 

Shortly after the EC Decision, in June 2025, the French Competition Authority fined four companies for entering into so-called “gentleman’s agreements” not to poach staff providing specialised IT consultancy services. The conduct extended beyond active solicitation to include restrictions on hiring candidates who had proactively applied for roles. The French Competition Authority emphasised that such broad no-poach agreements constitute by-object infringements of competition law. 

This enforcement trend follows similar actions in Portugal and Finland in this space. Meanwhile, in the UK, the Competition and Markets Authority (CMA) has also stepped up its focus. In early 2024, its new Microeconomics Unit published its inaugural research report, focusing on competition and market power in UK labour markets. By March 2025, the UK CMA had fined five sports broadcast and production companies in relation to bilateral exchange of competitively sensitive information, between 2014 and 2021, concerning freelance worker pay. This was a first-of-its-kind decision in the UK market. 

The Decision is likely to have a ripple effect at the national level, particularly within the EU. Until formal, codified guidance on labour market restrictions is adopted, this enforcement action will likely serve as a de facto reference point for NCAs in shaping their own investigations. The full reasoning behind the decision published on 25 July 2025 may offer practical and interpretive guidance for NCAs navigating similar cases.