Draft Commitments Proposal

Skill: EU Merger Commitments Proposal

1. Subject-matter triage

• Treat the source set as a remedy package exercise, not a generic antitrust memo.
• Identify each affected market, each theory of harm, and each remedy component before drafting text.
• Separate mandatory commitments language from explanatory annex material so the operative proposal remains self-contained.

2. Failure modes the skill is correcting

• The draft assumes a behavioral remedy is acceptable without explaining why a structural option is impracticable, incomplete, or unavailable on the facts.
• The draft leaves licensing, transitional support, or interoperability terms open-ended instead of making them workable in the commitments text.
• The draft omits the mechanics that make divestiture enforceable: purchaser fit, hold-separate, trustee authority, fallback assets, timing, and reporting.
• The draft fails to address retained-brand confusion, transition-period customer communications, or separation of customer-facing identifiers where relevant.
• The draft reads as a policy summary rather than a legally operative commitments proposal that can be submitted as-is.
• The annex identifies issues but does not convert them into concrete improvements tied to the source materials and remedy objectives.

3. Legal frameworks / domain conventions that apply

• EU merger remedy practice generally prefers a clear, enforceable structural solution; if any behavioral element is used, it should be justified by case-specific constraints and paired with enforceable monitoring.
• Remedy text should be drafted as commitments language with defined terms, triggers, timelines, and implementation mechanics, not as aspirational narrative.
• Divestiture buyer criteria should match the business being sold, including technical, commercial, financial, regulatory, and operational capability where those features matter.
• If a crown jewel or fallback package is needed, the trigger, expanded asset set, and accelerated timetable must be self-executing in the text.
• If licensing is part of the remedy, specify scope, duration, field of use, exclusivity position, access mechanics, and any material economic terms within the commitments.
• Transitional services should be limited to what is necessary for separation and continuity, with service descriptions, service levels, duration, pricing basis, and independence controls.
• Monitoring trustee provisions should cover appointment, independence, powers, access, reporting, and approval mechanics with sufficient precision to support enforcement.
• Where branding or product identifiers overlap, include transition and post-transition naming or labeling rules to reduce confusion and preserve competitive separation.
• Use controlling legal and regulatory authorities when the source materials rely on them; do not state a remedy or procedural proposition without grounding it in the relevant EU merger remedy framework or other cited authority.

4. Analytical scaffolds

1. For each market concern, map the proposed remedy component to the specific competition problem it is intended to solve.
2. Test whether the proposal is genuinely structural, genuinely behavioral, or a hybrid; if hybrid, explain why the hybrid is necessary and how the behavioral piece remains enforceable.
3. For every licensing or access feature, define who receives what rights, for how long, in what territory or field, on what commercial terms, and with what safeguards.
4. For every divestiture package, check whether the purchaser can operate the business immediately and independently; if not, add capability-based criteria, transitional support, or trustee controls.
5. For every fallback or crown jewel construct, identify the trigger event, the replacement package, and the timing mechanics that prevent delay.
6. For every hold-separate or TSA feature, ask whether it preserves business continuity while preventing integration, information leakage, or competitive entanglement.
7. For every branding issue, address both transition-period coexistence and the post-transition end state.
8. For the annex, convert each gap into a concrete recommendation with a short rationale that ties back to the remedy objective and the source record.

5. Vertical / structural / temporal relationships

• If multiple business lines, products, or geographies are implicated, treat each as a separate remedy lane and draft the commitments so the obligations do not blur across lanes.
• If a phased process exists, distinguish pre-clearance, interim hold-separate, closing, transition, and post-closing obligations.
• If multiple documents in the source set conflict, prioritize the operative transaction record and remedy-specific instructions over descriptive board or finance materials.
• If there are competing remedy paths, identify which terms are mandatory in the proposal and which belong in the explanatory annex.
• If a remedy depends on third-party approvals or downstream actions, make the proposal clear about who bears the risk of delay and what happens if timing slips.

6. Output structure conventions

Deliverable 1 — Commitments Proposal

• Begin with defined terms and a short statement of the remedy objective.
• Set out the remedy package in operative language, not narrative form.
• Include the divestiture commitment and an asset schedule where a sale package is used.
• Include purchaser criteria tailored to the specific business to be divested.
• Include any crown jewel or fallback mechanics needed if the primary path fails.
• Include hold-separate obligations covering governance, staffing, information, operations, and customer contact.
• Include transitional support only to the extent needed for separation and continuity, with service scope, duration, pricing basis, and independence controls.
• Include monitoring trustee provisions with appointment mechanics, powers, access, reporting, and approval requirements.
• Include review, waiver, modification, and notice mechanics only where needed for enforceability.
• Include behavioral provisions only if they are necessary to complement, not replace, a structural solution.

Deliverable 2 — Remedy Improvements Annex

• Use a practical issue-and-improvement format, with each entry stating the weakness, why it matters, and the concrete drafting or structural fix.
• Cover remedy scope, buyer fit, timing, fallback mechanics, transitional support, monitoring, licensing/access terms, and branding/separation issues where relevant.
• Tie each improvement to the affected market and the competitive concern it addresses.
• Where the source materials support it, cite the controlling authority or remedy convention that supports the recommendation.
• End with a short recommended actions section naming the drafting owner or responsible business/legal lead and the next-step milestone.