Landmark European Commission Cartel Fines on No-poaching Agreements and Minority Shareholdings
European Commission ("EC") issues its first fining decision for a no-poach agreement, and also sanctions for the first time the exchange of sensitive information between a company and its competing, non-controlling minority shareholder.
On June 2, 2025, the EC fined Delivery Hero and Glovo €329 million for participating in a cartel arrangement involving three different types of behavior:
- Agreeing not to poach each other's employees;
- Exchanging commercially sensitive information; and
- Allocating geographic markets between each other.
Both parties admitted to their involvement in the cartel and agreed to settle the case.
In July 2018, Delivery Hero acquired a non-controlling minority stake in its competitor Glovo. Through subsequent investments, it eventually attained sole control. The case concerns the four years in which Delivery Hero held a non-controlling minority share and therefore was still considered as a different company from Glovo.
In particular, the EC found that a shareholders' agreement dating from 2018 included limited reciprocal no-hire clauses for certain employees. According to the EC this was "expanded to a general agreement not to actively approach each other's employees."
The EC mentioned that the relevant "practices were facilitated by the anti-competitive use of Delivery Hero's minority stake in Glovo." It stated that the minority shareholding enabled anticompetitive contacts between the parties "at several levels," allowing Delivery Hero to access sensitive information and influence Glovo's decision-making processes. According to the EC, the minority shareholding helped the parties to align their business strategies, which "shows that horizontal cross-ownership between competitors may raise antitrust risks." In addition, much of the behavior occurred through WhatsApp messages, highlighting the specific risk of the professional use of such messenger services.
Going forward, the EC announced that it would "pay attention" to what happened in this case and potentially target similarly unlawful use of minority investor information in "other sectors."
This decision thus signals further EC activities in the area of no-poach agreements, following similar announcements by senior EC staff in the past. At the same time, the EC will likely pay closer attention to minority shareholdings. As a consequence, companies are well advised to keep on their radar the interplay of antitrust in HR, as well as information exchange in minority shareholding scenarios, which often require the implementation of robust firewalls.
