Two competitors in the online food delivery sector are fined for a no-poaching agreement and sharing competitively sensitive information through a minority shareholding
The facts
On 2 June 2025, the European Commission fined Delivery Hero €223.3 million and Glovo €105.7 million for their participation in an illegal cartel in the online food delivery sector between July 2018 and July 2022. Both parties are active in the food delivery space, and the anti-competitive behaviour began after Delivery Hero acquired a 16% non-controlling stake in Glovo and only ended after Delivery Hero acquired sole control in 2022.
Key findings:
- No-Poach agreement: The companies agreed not to recruit each other's employees, limiting competition in the labour market.
- Information exchange: They shared commercially sensitive information, including pricing and strategy data, reducing independent strategic decision-making.
- Market allocation: They agreed to divide geographic markets across the EEA, coordinating market entry and avoiding overlaps.
These practices were facilitated by Delivery Hero’s minority shareholding in Glovo, as Delivery Hero had the right to appoint a board member. At these meetings, Delivery Hero had access to Glovo's (and therefore its direct competitor's) competitively sensitive information, which resulted in alignment between competitors.
This is the first decision involving anticompetitive use of a minority shareholding to coordinate conduct between competitors through the exchange of competitively sensitive information.
Information exchanges and competition law
Competition authorities have had concerns about the exchange of competitively sensitive information between competitors for a long time. The EU Horizontal Guidelines have an entire chapter on the topic. And while assessing what is commercially sensitive is not always easy (and depends on many different factors), there is agreement that certain information (such as future strategy and planning) is so sensitive that its exchange is a per-se infringement.
These concerns are behind the use of clean teams when a company is trying to acquire a competitor (so that no exchange of competitively sensitive information takes place other than within a controlled space). Similarly in joint ventures between competitors, safeguards and Chinese walls are put in place in relation to representatives of the owners in the JV so that the JV does not become a vehicle through which competitors share sensitive information, and that, where the JV competes with the parents, there is no illegal exchange.
Minority shareholdings have been considered as a possible vehicle to exchange commercially sensitive information for some time. This was a concern in the proposed acquisition of a minority shareholding by Ryanair of Aer Lingus in 2013, examined by the EU Commission and the then UK Competition Commission. The deal was blocked by both agencies for various competition concerns on many routes but it is interesting that the decision of the Competition Commission stated that Aer Lingus told them that Ryanair had sought to use its position as a shareholder to challenge Aer Lingus’s management in various ways, including making complaints to regulators, initiating judicial review proceedings and in particular seeking commercially sensitive information.
Implications for businesses:
This decision has significant impact on minority shareholders: companies with minority shareholdings in competitors should ensure robust compliance measures to avoid antitrust breaches and in particular:
- Limit information sharing – shareholders should carefully consider what information must be shared to protect their investment and avoid sharing sensitive information. The EU Commission was particularly concerned about exchanging commercial strategy, prices and costs between competitors and considered that the exchange went further than what would be typically justified for a minority shareholder to protect its investment.
- Ring-fencing information - commercially sensitive information should be properly ring-fenced within the shareholder to prevent it from influencing their own market conduct and removing competitive constraint between them and the company in which they hold the minority stake.
- Board representation - careful thought should be given to who the minority shareholder choses as its board representative, given the information that person will have access to. Board members also have duties to their company and this may lead to an inherent conflict with competition law as it will be difficult, for example, for employees who are involved in the day-to-day commercial and strategic operations of the minority shareholder to sit on the Board of a competitor and not breach either competition law or their fiduciary duties.
This case is important because these practices were facilitated through an anticompetitive use of Delivery Hero’s minority stake in Glovo. It is also the first time the Commission is sanctioning a no-poach agreement.”
Teresa Ribera | Executive Vice-President of the European Commission
