Overview
On June 2, 2025, the European Commission announced a substantial fine of €329 million against an online food delivery company (Delivery Hero), active in multiple EU member States, as a result of anticompetitive information sharing, no-poach, and market-sharing agreements it entered into with Glovo prior to its acquisition of that company in 2022.
This case has important implications for companies holding minority shares in competitors seeking to ensure compliance with applicable competition laws in the European Union as well as for agreements impacting the labor market in the EU.
This note explores key takeaways from this case for business.
The Investigation
Delivery Hero and Glovo are two of the largest food delivery companies in Europe. They deliver food (prepared by a restaurant or a professional kitchen), grocery and other retail (non-food) products to customers ordering from an app or a website.
The Commission investigation focused on suspected coordination between Delivery Hero and Glovo in the period 2018-2022 (when the companies were still separate, and Delivery Hero held only a minority stake in the Spanish company). The Commission carried out raids of both companies in 2022 and 2023 and formally launched its investigation in 2024.
The alleged anticompetitive conduct related to an agreement not to poach each other’s employees, facilitated by Delivery Hero’s minority share in Glovo, and the exchange of commercially sensitive information. There was also an allegation of market sharing.
The Infringement Decision, Settlement, and Fine
On June 2. 2025, the Commission fined Delivery Hero and Glovo a total of €329 million for participating in a cartel in the online food delivery sector, which involved:
- An agreement not to poach each other's employees: via the shareholders' agreement signed at the time Delivery Hero acquired a minority non-controlling stake in Glovo, which included limited reciprocal no-hire clauses for certain employees and subsequently was expanded to include all employees.
- The exchange of commercially sensitive information: including on commercial strategies, prices, capacity, costs, and product characteristics, which enabled the companies to align and influence their respective market conduct.
- The allocation of geographic markets: the two companies agreed to divide among themselves the national markets for online food delivery in the EEA, by removing all existing geographic overlaps between them, by avoiding entry into their respective national markets, and by coordinating which of them should enter in markets where neither was present yet.
The companies involved admitted their involvement in the cartel and agreed to settle the case. As a result, they benefited from a 10% reduction in fines. Of note, this is the 44th settlement since the introduction of the settlement procedure for cartels in 2008.
Key Lessons From This Case
This case marks two firsts:
- It is the first time that the Commission has fined a company for the misuse of a minority stake in a rival business (touching on the wider examination in the US on interlocking directorates).
- It is also the first time that a "no-poach" agreement, in which two or more companies agree not to hire each other’s workers, has been formally characterized as a breach of Article 101(1) TFEU (the EU’s prohibition on anticompetitive conduct).
The addition of geographic market sharing – a blatant hardcore restriction under EU competition law, with a significant line of past enforcement cases – was not novel and likely made a significant contribution to the overall fine.
Minority shareholdings – caution needed
Holding a minority share in a competitor is not in itself illegal and often does not trigger any merger notification requirement. However, caution must be taken when the shareholding or board representation involves the sharing of competitively sensitive data or involve restrictions – via for example the shareholders agreement – on what the rival company can or cannot do. The fact that information is received by a company in its capacity as a shareholder of another competing company does not automatically disapply competition law to what would otherwise be considered unlawful information exchange.
In this specific case, the minority shareholding enabled anticompetitive contacts between the two rival companies at several levels, allowing Delivery Hero to obtain access to commercially sensitive information and to influence decision-making processes in Glovo, and ultimately to align the two companies' respective business strategies.
Such cross-shareholdings have been under scrutiny in a number of contexts, including in the US in relation to interlocking directorates (which have required some directors to give up positions where they also sit on the boards of competitors).
The key lesson here is that horizontal cross-ownership between competitors may raise antitrust risks and should be handled carefully.
Labor market restrictions and no-poach agreements
No poach agreements and other labor market restrictions are also an area of growing antitrust scrutiny.
The Delivery Hero case, together with a recent opinion of Advocate General Emiliou delivered to the Court of Justice of the European Union on May 15, 2025, indicates that no-poach agreements are likely to be found to constitute a "hardcore restriction" of competition under EU law and will therefore be liable to attract some of the highest fines.
In the UK, the CMA also recently (March 2025) issued fines totaling over £4 million against a number of companies in the broadcasting and media sectors in relation to the disclosure and receipt, or the exchange, of competitively sensitive information in respect of rates of pay for freelance workers that support the production and broadcasting of sports content in the UK. In a number of cases, the CMA also found explicit coordination on pay. This followed guidance issued in 2023 that reminded employers of the application of competition law to agreements and information exchanges in labor markets, including in relation to staff recruitment, retention, salaries, and benefits. This guidance specifically highlighted the unlawfulness of no-poaching agreements and wage-fixing agreements.
In the US, this has also been a significant area of focus in recent years. Back in 2023, a Seventh Circuit opinion by Judge Easterbrook held that no-poach agreements, absent valid ancillary restraints, could be per se illegal. More recently, the Department of Justice won its first trial victory in its efforts to prosecute no-poach and wage-fixing agreements criminally when a federal jury convicted a home health care executive on federal wage-fixing charges in U.S. v. Lopez. Lopez was charged with conspiring to artificially cap the wages of home health care nurses in the Las Vegas area between March 2016 and May 2019 which affected the wages of hundreds of nurses who provide care to patients in their homes.
There is every indication that this is likely to remain a priority area for enforcers on both sides of the Atlantic. Companies engaged in discussions with other companies that impact the labor market or involve the sharing of information on rates of pay or other employment conditions, including in the context of benchmarking, should therefore consider carefully whether this could risk exposure to antitrust scrutiny and what alternative means might be available to avoid the ire of the enforcer.
Next Steps
Please get in touch with your usual Steptoe contact or the author of this article – Ronan Scanlan – if you would like to discuss the potential implications of this case for your business, including in relation to minority shareholdings and no-poach or other restrictions affecting the labor market (and how best to mitigate any risk that arises).
