Overview of the Case
On 2 June 2025, the European Commission (the Commission) fined Delivery Hero and its Spanish subsidiary Glovo a combined €329 million for operating a cartel in the online food delivery sector. In its decision, published on 25 July 2025, the Commission found that the companies engaged in three interrelated anti-competitive practices between July 2018 and July 2022, prior to Delivery Hero acquiring sole control of Glovo:
- No-poach agreements: What began as a limited no-hire clause in a 2018 shareholders' agreement expanded into a broad pact not to recruit each other's employees, restricting competition for talent and limiting opportunities for workers.
- Exchange of sensitive information: Delivery Hero and Glovo regularly shared confidential data on pricing, costs, capacity, and strategic plans. This allowed them to coordinate their commercial conduct and reduce market uncertainty.
- Geographic market allocation: The companies agreed to avoid competing in each other's core territories and coordinated their entries into new markets within the European Economic Area.
The Commission treated these practices as a single, continuous infringement of Article 101 of the Treaty on the Functioning of the European Union, which covers anti-competitive agreements. Both companies admitted liability and settled, receiving a 10% reduction in fines. Delivery Hero and Glovo were fined approximately €223 million and €106 million, respectively.
Significance of the Decision
This decision is highly significant in EU antitrust enforcement. It marks the first time the European Commission has found a cartel in the labour market and the first time it has sanctioned the anti-competitive use of a minority shareholding in a competitor's business. The Commission itself emphasized the importance of these firsts: "This case is important because these practices were facilitated through an anticompetitive use of [a] minority stake [...] It is also the first time the Commission is sanctioning a no-poach agreement."
- Labour markets are a key enforcement area of focus: The fines underscore an enforcement focus on "labour market cartels." In its May 2024 "Competition Policy Brief," the Commission had already signalled that no-poach and wage-fixing agreements are a key enforcement priority and generally constitute "by object" restrictions of competition (akin to hardcore cartels). The Delivery Hero/Glovo case puts this policy into action, treating collusion over hiring and employees' wages as seriously as price-fixing or market-sharing. Commission Executive Vice-President Teresa Ribera noted that competition rules must "protect our freedom to choose, including where we want to work" (emphasis added), indicating the Commission's aim to ensure companies compete for talent rather than collude to limit opportunities. This enforcement stance aligns with global trends — for instance, US antitrust authorities have likewise intensified scrutiny of no-poach agreements, even threatening criminal prosecution in egregious cases. The EU's decision thus reinforces a broader crackdown on labour market restrictions.
- Minority shareholdings under scrutiny: Just as notable is the Commission's focus on minority shareholding arrangements as vehicles for collusion. Owning a minority stake in a competitor is not illegal per se, but in this case it was used by Delivery Hero to facilitate multiple anti-competitive contacts with Glovo, its rival. As expressed in its press release, the Commission found that Delivery Hero's then partial ownership of Glovo, and, in particular, Delivery Hero's representative on Glovo's board "enabled [it] to obtain access to commercially sensitive information and to influence [Glovo's] decision-making." Through board representation and shareholder rights, Delivery Hero could participate in Glovo's decision-making process and align Glovo's business strategy with its own, undermining competition. The Commission explicitly warned that this case "shows that horizontal cross-ownership between competitors may raise antitrust risks and should be handled carefully." In fact, competition authorities in Europe have rarely intervened in minority shareholdings outside of merger control, so this decision potentially marks a new phase of scrutiny in connection with such structures. Going forward, firms acquiring stakes in rivals should expect closer monitoring if those investments lead to information exchange or coordinated conduct.
Global and European Enforcement Trends in Labour Markets
The Delivery Hero decision comes amid a global crackdown on labour market restrictions. US antitrust authorities have intensified scrutiny of no-poach agreements, with new guidelines from the Department of Justice and Federal Trade Commission in January 2025 reinforcing the risk of both civil and criminal liability for such conduct. In Europe, national competition authorities have also increased enforcement. For example:
- In June 2025, the French Competition Authority fined four companies in the engineering, technology consulting, and IT services sectors €29.5 million for entering into general no-poach agreements.
- In July 2024, the Belgian Competition Authority fined security firms over €47 million for cartel practices, including no-poach agreements.
- In July 2022, the Portuguese Competition Authority fined 31 sports companies €11.3 million for agreeing not to hire certain football players.
- In December 2020, the Hungarian Competition Authority fined a human resources (HR) association €2.5 million for price-fixing and prohibitions on enticing employees from other members.
Key Implications and Compliance Takeaways
Compliance Lessons for Minority Shareholdings:
- Strict information barriers: Implement robust protocols to limit the exchange of sensitive information between companies that own shareholdings in (potential) competitors. Only share information strictly necessary for valuing and monitoring the investment.
- Board representation safeguards: Carefully consider who is appointed to board positions and provide targeted compliance training and structural firewalls to prevent inappropriate information flows or influence.
- Documented protocols: Consider clear, up-front rules in transaction agreements regarding what information can be discussed, with step-out provisions and reporting guidelines to prevent inadvertent breaches.
Compliance Lessons for Labour Market Practices:
- Despite the heightened scrutiny on wage-fixing and no-poach agreements, they may still be used legitimately in limited circumstances as an ancillary restraint to a broader agreement.
- To qualify as an ancillary restraint under EU rules, the following conditions must be satisfied: (i) there must be a separate non-restrictive transaction to which the wage-fixing/no-poach agreement relates directly; (ii) the wage-fixing/no-poach agreement must be objectively necessary for the implementation of the main transaction; and (iii) the restraint imposed must be proportionate to the main transaction (i.e., there must be no less restrictive way to achieve the transaction).
- The Commission will interpret these requirements narrowly. In particular, the restraints must be limited to what is strictly necessary for the transaction to take place. For example, according to the Commission, in the context of a joint venture, a no-poach agreement may be necessary to protect a key set of employees who are essential to the functioning of the joint venture, but it could not cover employees of the joint venture's parents more broadly. The Commission will also closely consider whether there are less restrictive options available, such as time-limited non-compete clauses in employment contracts, use of gardening leaves, and obligations for employees to reimburse proportionate training costs. To avoid a restriction being considered overly restrictive, it is also important to ensure that the duration and geographic scope are both reasonably justifiable and proportionate.
- Notably, in its recent June 2025 decision, the French Competition Authority distinguished between the parties' use of informal, general no-poach agreements and their use of narrower no-poach clauses included in partnership and subcontracting agreements. The general no-poach agreements were deemed to be a restriction of competition by object as they were not limited in duration, covered all their staff or a key category of personnel — namely, business managers — and were entered into without reference to a related agreement. By contrast, the narrowly drafted no-poach clauses contained within written contracts were found to neither constitute restrictions of competition by object nor produce anticompetitive effects. The French Competition Authority considered that these clauses were sufficiently limited in scope and duration as well as legitimately aimed at safeguarding project execution. Although the parties received significant fines for the general no-poach agreement, this decision provides helpful insight into the circumstances in which competition authorities are more likely to accept no-poach agreements as legitimate.
- Companies in talent-intensive sectors should update compliance policies, train HR and legal teams, and avoid any agreements — even informal — that restrict hiring from competitors. Only narrowly tailored, objectively necessary no-poach clauses ancillary to legitimate collaborations may be defensible and, even then, only in strictly limited circumstances.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
