Competition & EU

Competition & EU

European Commission fines Delivery Hero and Glovo: First EU decision sanctioning a no-poach agreement and highlighting antitrust risks of minority shareholdings in competitors
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Competition & EU
August 2025
Competition & EU

On 2 June 2025, the European Commission ("EC" or "Commission") issued a landmark decision, imposing fines totalling EUR 329 million on Delivery Hero and Glovo for unlawful information exchange and anticompetitive collusion, including the implementation of a no-poach and a market sharing agreement implemented by means of Delivery Hero’s non-controlling minority shareholding in Glovo.

This decision represents the Commission’s first infringement decision concerning a no-poach agreement — or, in fact, of anticompetitive conduct in labour markets. Simultaneously, it is also the first instance in which the Commission has sanctioned a cartel facilitated by a minority, non-controlling shareholding in a competitor.

Contacts

Ricardo Bordalo Junqueiro

Head of Practice PartnerCompetition & EU

Inês Correia

AssociateCompetition & EU
August 2025
Competition & EU

Factual Background

Delivery Hero and Glovo are two of the largest food delivery companies in Europe.

On 17 July 2018, Delivery Hero acquired a 15% minority, non-controlling, stake in Glovo. This acquisition was followed by further investment rounds, between 2018 and 2022, which fell short of an acquisition of a controlling stake. Ultimately, on 22 July 2022, Delivery Hero acquired sole control of Glovo, which is now part of the Delivery Hero group after obtaining merger control clearance on 1 March 2022.

According to the EC’s Decision, Delivery Hero’s minority position in Glovo, and the resulting shareholder relationship, provided a platform for collusion between the two companies. In the Commission’s view, this coordination manifested in the following ways:

i)   Exchange of commercially sensitive information: Delivery Hero’s representation on Glovo’s board of directors enabled its representatives to have access to Glovo’s documents and commercially sensitive information and to share it with Delivery Hero’s personnel — including current and future pricing, production capacities, commercial strategy, demand and sales forecasts, and cost structures.

ii)  No-poach Agreement: The shareholders’ agreement concluded in 2018 included reciprocal non-hiring clauses of key employees. The Commission found that this agreement then evolved into a general prohibition on poaching each other’s employees, although recruitment was permitted if an employee actively sought employment with the other party.

iii)  Market Sharing: Between November 2018 and December 2019, Delivery Hero used its minority shareholding position to influence Glovo’s geographical footprint in the European Economic Area (“EEA”). From January 2020, both parties adopted a coordinated strategy to avoid entering EEA Member States where the other was already present. They also coordinated market entry strategies for EEA countries where neither was active, agreeing on which party would enter each market. In May 2021, the parties eliminated remaining geographic overlaps by Delivery Hero selling its operations in Bulgaria, Croatia, and Romania to Glovo.

The Commission considered that these practices constitute a single and continuous infringement under Article 101 of the Treaty on the Functioning of the European Union (‘TFEU’) and Article 53 of the EEA Agreement.

FIRST TAKEAWAY: Minority non-controlling stakes may give rise to risks
of unlawful exchange of commercially sensitive information

The Commission’s press release clarifies that merely owning a stake in a competitor is not in itself illegal. However, the Decision underscores that such shareholdings inherently carry antitrust risks.

Where a company holds only a non-controlling minority interest in a competitor, the two entities are not considered part of the same economic unit for competition law purposes.  As a result, any exchange of commercially sensitive information or coordination of commercial strategies between them may fall within the prohibition set out in Article 101(1) TFEU.

In the present case, the Commission found that the exchange of commercially sensitive information between Delivery Hero and Glovo was not justified by the need to protect Delivery Hero’s investment. According to the Commission, Delivery Hero could have safeguarded its financial interests solely through its board representation, without any transfer of commercially sensitive information from its board representative to Delivery Hero’s staff.

In summary, while minority shareholdings may continue to serve as a legitimate means of investment, companies must ensure that such arrangements do not cross the line and act as a vehicle for unlawful collusion. Robust compliance measures are essential to prevent the exchange of this information or coordination of competitive behaviour.

Second Takeaway: For the EC, no-poach agreements may constitute a restriction of competition by object

This Decision represents the first instance in which the EC has, specifically, imposed a fine in relation to a “no-poach” agreement. This enforcement action follows the Commission’s Policy Brief on Antitrust and Labour Markets, which had already signalled a heightened enforcement focus on such practices.

In its reasoning, the Commission determined that no-poach agreements may amount to a restriction of competition by object. According to the Commission, “no-hire” clauses amount to a form of sharing sources of supply within the meaning of Article 101(1)(c) TFEU and Article 53(1)(c) of the EEA Agreement.

The Commission further clarified that, given the non-controlling nature of the Delivery Hero’s stake, the no-hire clauses in the shareholders’ agreements were not subject to the rules on ancillary restraints applicable to concentrations. Nevertheless, the Commission assessed whether these clauses could be objectively necessary and proportionate to the relevant investment agreements but, ultimately, concluded that they (i) were unlimited in duration and territorial scope; (ii) were de facto reciprocal, going beyond what was necessary to protect the investors’ interests; and (iii) did not apply equally to all investors.

Moreover, the Commission confirmed that no-poach agreements may be analysed under Article 101(3). However, in this Decision, the Commission considered that the conditions of Article 101(3) of the Treaty and Article 53(3) of the EEA Agreement were not fulfilled

It is important to note, however, that although the Commission has clarified that it understands that a no-poach agreement can constitute a restriction of competition by object under Article 101(1) TFEU, the European Court of Justice has not yet rendered its ruling on this matter, whose confirmation is still pending.

Additionally, it should be emphasised that the present decision concerned not only a no-poach agreement, but also the exchange of commercially sensitive information and market sharing. The combination of the no-poach agreement with other practices commonly regarded as anticompetitive (such as market sharing) may have facilitated the Commission’s conclusion that the conduct amounted to a restriction of competition by object.

To date, there is no public decision in which the Commission has found that a standalone no-poach agreement, in and of itself, constitutes a restriction by object.

Key takeaways

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