I want to break free any M&A transaction. The CAT considered that the MCC question is one for the CMA to evaluate, which it did effectively. The Tribunal also pointed to IAG’s bid being conditional upon Ryanair’s exit. IAG bid IAG’s bid for Aer Lingus itself required antitrust approval from DG Competition and the US Department of Justice (DoJ): DG Comp DG Competition’s investigation (M.7541 IAG/Aer Lingus) focused on the parties’ overlap on the Dublin-London and BelfastLondon routes, both of them flying specifically from Heathrow. While recognising the city pair analysis from past cases (Ryanair’s problematic London overlap with Aer Lingus had been a Stansted/Heathrow issue), the Commission found a particular closeness of competition between the Heathrow-based operations of British Airways and Aer Lingus. Notably this was remedied by slot divestitures at Gatwick, reflecting the interaction of Heathrow and Gatwick within the London airport system. IAG also offered so-called special prorate agreements with advantageous terms for long-haul carriers wanting to attract Aer Lingus feed from Irish airports for certain long-haul destinations to/from Heathrow, Gatwick, Manchester and Amsterdam. Finally, the parties addressed a concern on the Dublin/ShannonChicago routes by offering a similar advantageous prorate agreement to allow a competitor to build up a sustainable service on those routes.

Phase I clearance was given. The DoJ The DoJ aligned its investigation with DG Competition in timing terms and closed its investigation without action. Other issues Distinct from the EU and US antitrust approvals, the CMA had to bless IAG as a suitable purchaser of the Ryanair stake for purposes of the UK sell-down. The CMA’s final order required that the purchaser of the Ryanair share did not raise any fresh competition issues. As a practical matter, this was sufficiently addressed via the EUMR clearance. Competition Law Insight • 10 November 2015 29-hours to takeoff These multiple strands all came together on 14-15 July 2015 when takeoff lights flashed green from all directions, one after the other (see diagram below): • The Supreme Court refused Ryanair permission to appeal in relation to the CC’s original report. • DG Competition gave Phase I clearance. • The CAT upheld the MCC decision and final order. • The CMA granted Ryanair permission to sell its shares to IAG. • The DoJ closed its investigation. • The CAT refused Ryanair permission to go to the Court of Appeal. After legal tussles lasting nine years, all this came together in a 29-hour period.

And the following day, Ryanair abandoned its resistance, voting in favour of the IAG takeover at a shareholders meeting of Aer Lingus. IAG formally completed the Aer Lingus transaction in September 2015. Ryanair has since withdrawn its remaining litigation in Luxembourg (against DG Competition’s second prohibition decision) and abandoned an application to the Court of Appeal for permission to contest the CAT’s July ruling on the CMA’s MCC decision and order (after protesting loudly in July that it would continue both cases as a matter of principle). Conclusion With the sound of Aer Lingus’s delayed takeoff still receding into the distance, a full retrospective is a task for a future article.

Many novel points of law have been explored along the way that other litigants have not thought to pursue. But one instant lesson: a tactical and well-funded litigant (low-cost maybe in other areas, but not in fighting losing battles) has scope to postpone the inevitable for a very long time. Another lesson: the European Commission’s contemplated minority shareholding reform should at least address the gap in article 8(4) EUMR, which disabled it from expelling Ryanair as an adjunct to the original 2007 prohibition. That prohibition was not effective to maintain effective competition, which remained impeded for long years, as described in the CC report and confirmed by the UK courts. 13 .