Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE  
Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel,   BELGIË  
 
Tel: +32 229 -91111. Fax: +32 229 -64301. E -mail: COMP -MERGER -REGISTRY@ec.europa.eu . 
 EUROPEAN COMMISSION  
 
 
 
 
 
Brussels, 22.03.2019  
C(2019 ) 2351 final  
PUBLIC VERSION  
 
 
 
To the notifying party  
Subject : Case M. 9196 – MARSH & MCLENNAN COMPANIES  / JARDINE 
LLOYD THOMPSON GROUP  
Commission decision pursuant to Article 6(1)(b) in conjunction with 
Article 6(2)  of Council Regulation No  139/20041 and Article 57 of the 
Agreement on the European Economic Area2 
Dear Sir or Madam,  
(1) On 1 February 2019 , the Commission received notification of a concentration 
pursuant to Article 4 of the Merger Regulation , which would result from a 
proposed transaction  by which Marsh and McLennan Companies Inc (“MMC” , or 
“the Notifying Party ”) incorporated in  the United States  intends to acquire  sole 
control,  within the meaning of Article 3(1)(b) of  the Merger Regulation ,  over  the 
whole of Jardine Lloyd Thompson plc (“JLT”) , incorporated in the United 
Kingdom (“the Transaction”) .3 The concentration is to be achieved by way of 
public bid announced on 18 September 2018. MMC  and JLT are designated 
hereinafter as “the Partie s”. The undertaking that would result from the 
Transaction is referred to as “ the combined entity” . 
                                                 
1  OJ L 24, 29.1.2004, p. 1 (the 'Merger Regulation '). With effect from 1 December 2009,  the Treaty on 
the Functioning of the European Union ( 'TFEU ') has introduced certain changes, such as the 
replacement of 'Community ' by 'Union ' and 'common market ' by 'internal market '. The terminology of 
the TFEU will be used throughout this decision.  
2  OJ L  1, 3.1.1994, p. 3 (the 'EEA Agreement').  
3  Publication in the Official Journal of the European Union No C 53, 11.02.2019 , p. 5. In the published version of this decision, 
some information has been omitted 
pursuant to Article 17(2) of Council 
Regulation (EC) No 139/2004 concerning 
non-disclosure of business secrets and 
other  confidential information. The 
omissions are shown thus […] . Where 
possible the information omitted has been 
replaced by ranges of figures or a general 
description.  
 
2 1. THE PARTIES  
(2) MMC  is a global profession al services firm offering clients advice and solutions 
in the areas of risk, strategy and people.  MMC consists of four key lines of 
business operated by the following entities (i) Marsh, active in insurance broking 
and risk management solutions; (ii) Guy Carpenter, active in reinsurance and 
capital strategies; (iii) Mercer, active in health, we alth and career consulting; and 
(iv) Oliver Wyman, a strategy, economic and brand consultancy.  
(3) JLT is a publicly listed company incorporated in 1 997. JLT has two principal 
business areas: (i) Risk & Insurance, encompassing insurance and reinsurance 
broking ; and (ii) Employee Benefits, comprising advice and services to 
companies, pension trustees and individuals, including retirement solutions; 
benefits consulting; wealth and investment manag ement; and technology 
solutions . 
2. THE TRANSACTION  
(4) On 18 September 20 18, MMC announced its intention to make a public offer 
under section 2.7 of the City Code on Takeovers and Mergers to acquire the entire 
issued and to be issued share capital of JLT. The Transaction is intended  to be 
implemented by way of a court -sanctione d scheme of arrangement pursuant to 
Part 26 of the Companies Act 2006. MMC also has the right to implement the 
Transaction by way of a takeover offer pursuant to Part 28 of the Companies Act 
2006. After completion, MMC will hold directly 100% of the shares  in JLT, 
following which the JLT business will be integrated into MMC’s business. JLT 
will be delisted from the London Stock Exchange and be re -registered as a private 
limited company.   
(5) The Transaction would therefore result in a concentration within the m eaning of 
Article 3(1)(b) of the Merger Regulation.  
3. UNION  DIMENSION  
(6) The undertakings concerned have a combined aggregate world -wide turnover of 
more than EUR 5 000 m illion4 (MMC: EUR 1 2 425.3 million and JLT EUR 1 
572.8  million) . Each of them has an U nion-wide turnov er in excess of EUR 250 
million  (MMC EUR […] million; JLT EUR […] million ). JLT achieves two -
thirds of its aggregate U nion-wide turnover in the UK, but Marsh does not.  
(7) The concentration has therefore an Union  dimension  pursuant to Article 1(2) of 
the Merger Regulation . 
                                                 
4  Turnover calculated in accordance with Article 5(1) of the Merger Regulation and the Commission 
Consolidated Jurisdictional  Notice (OJ C95, 16.4.2008, p. 1).  
 
3 4. RELEVANT MARKETS  
(8) The Parties are both active primarily in the provision of insurance and reinsurance 
broking services, as  well as in the  provision of r etirement and employee benefits -
related services  such as the fiduciary management of pension funds .  
(9) The overlap between the Parties’ activities leads to affected markets in the broker 
services for Aircraft Operators, Aerospace Manufacturing, Energy, Space and 
FinPro and on the market for fiduciary managemen t services. As the provision of 
reinsurance (including retrocessional reinsurance) broking services, and the 
provision of retirement and employee benefits services  (with the exception of 
fiduciary management of pension funds)  are not affected markets, they  will not be 
further discussed  in this Decision.  
(10) In its previous decision Marsh&McLennan / Sedgwick5, the Commission noted 
that the product markets are likely to be more limited in scope than the 
distribution of insurance services in general, comprising distribution by direct 
writers, tied agents and intermediaries such as banks and brokers. The 
Commission  considered a distinction can be made between the distribution of life 
and non -life insurance, as different providers tend to be involved and the 
distribution of life insurance in Europe is regulated separately from other types of 
insurance. The Commission  also considered whether non -life insurance 
distribution could be further segmented based on (a) sales channels, (b) customer 
size/type, or (c) business sector / risk type. The Commission ultimately left the 
exact product market definition open6.  
4.1. Brokerag e and other insurance management alternatives  
(11) The Parties operate as insurance brokers servicing large, generally multinational 
companies with highly technical operations – such as energy companies or airline  
operator s – by placing their risk in the insura nce market.  
(12) The activities of brokers are different from those of insurers and subject to a 
different regulatory framework7. The  typical  broker services provided by the 
Parties consist in assisting clients in securing suitable and competitive cover to 
achieve their risk management goals . For that purpose, brokers will scan the 
insurance market for an insurer or a consortium of insurers capable of carrying 
the client’s risks. They will typically conduct the negotiation with the insurer(s) 
on behalf of their  clients with the goal of achieving the best possible rates and 
conditions . In addition  to these intermediation services , brokers  can also provide 
advisory services, such as on risk management strategies or policy wording. In the 
event that the client has to make a policy claim, brokers will typically also handl e 
the process  vis-à-vis the insurer.  These additional services are equally valued by 
customers, and clearly separate broking activities from other insurance 
distribution channels.  
(13) According to the P arties, the market for the distribution of commercial non -life 
insurance for specialty sectors ought to be defined by taking into account all the 
                                                 
5  See IV/M.1307 – Marsh & McLennan / Sedgwick (1998), recital (19).  
6  See IV/M.1307 – Marsh & McLennan / Sedgwick (1998) , recital (19).  
7     IV/M.1280 – KKR / Willis Corroon (1998)  
 
4 risk management channels available to its customers : (i) using a broker to place 
risks on the insurance market ; (ii) retaining the risk (including through the use of 
captive insurers8); (iii) plac ing the risk directly with an insurer and (iv) accessing 
alternative forms of c apital.  In the Parties’ view, these channels are 
interchangeable and are equally attractive  risk management alternatives  for 
customers . 
(14) The Commission considers that the relevant product market is limited to the 
distribution of insurance via brokers , as the market investigation revealed that  
most customers consider that the other risk management  channels are not 
substitutes for broking services , at least as far as corporate customers are 
concerned9. The Commission noted in Marsh & McLennan / Sedgwick  that 
corporate customers clearly distinguish between the types of services they can 
procure from brokers and from insurers10. The results of the present market 
investigation confirmed that large corporate customers in the specialties 
concerned  consider the activities of brokers  as a separate from those of insurers , 
and that they do not consider  insurer s to compete  directly with brokers in the 
distribution of insurance for large risks11. Moreover, the vast majority of insurers 
consulted in the market investigation  do not operate their own  distribution 
network which would enable them to compete with broker s directly, and none of 
them consider s it viable to create one12. 
(15) Concerning risk retention as a viable alternative to corporate customers, there are 
different degrees to which this option is relevant depending on the specialty risk 
considered . For the most  part, however,  the market investigation revealed that 
customers  would generally retain only small portions of their risk portfolio13, 
which did not appear to decrease their need for broker services . The decision to 
set up a captive  insurer  appears to be a strategic choice  for companies, influenced 
by strategic considerations such as risk appetite, prevailing market prices and the 
skills available to the company14. Even when customers retain risk , brokers might 
still provide additional services such as managi ng the captive insurer where the 
risk can be  placed15. In conclusion, broker services are also distinct from risk 
retention and belong to  separate market s from  other insurance management 
channels.  
4.2. Risk broking specialties  
(16) Taking the assessment in Section 4 .1 into account , wherein  the Commission 
concludes that broking is a separate form of insurance distribution, th is Section 
will focus on the plausible sub -segmentations of the market for brokerage.   
                                                 
8   A captive insurer is a distinct entity, typically within the same corporate group as its parent entity, that 
acts as an insurer for other entities within the group. The captive insurer is a separate, licensed body 
that writes policies and received premiums just as a third party insurer w ould. Some captive insurers 
also act as insurers for third party risk.   
9   Replies to questionnaire Q1 – customers, question 6.  
10 IV/M.1307 Marsh & McLennan / Sedgwick  (1998) , recital (13)  
11 Replies to questionnaire Q1 – customers, question 15.  
12 Replies to questionnaire Q2 – insurers, questions 7.1 and 8.  
13 Replies to questionnaire Q1 – customers, question6.  
14 See minutes of call with customer on 18.01.2019 at 2:30 pm.  
15 Replies to questionnaire Q1 – customers, question 4.  
 
5 (17) The Parties submit that their activities only overlap for  large corporates and 
middle -market corporate clients. For the purpose of this decision, the Commission 
thus does not further assess the possibility to segment the market of non -life 
insurance broking based on customer size/type. The Commission also notes that 
the activities of the Parties are not segmented along the lines of customer -size but 
based on risk -type or business sector . 
(18) In relation to a possible segmentation of the market for insurance broking by 
business sector / risk type, the Parties submit that such segmentation does not 
exist  and that segmentation varies across brokers. However, t he Parties also 
submit that brokers generally sub -segment the market for non -life insurance 
broking between brokin g for property and casualty risks (“P&C”) and broking for 
a number of specialt y risks  (“Specialties”). The Parties further submit that  it is not 
appropriate to segment commercial non -life broking into narrower business 
sector/risk types, since there is sig nificant supply -side substitutability across and 
within P&C and Specialties. According to the Parties, the basic skills for broking 
are largely the same across all risk categories and the client relationships and 
industry expertise resides within small and  mobile teams. In their view, expansion 
into new broking areas is speedy and not very costly, with the threat of new entry 
constantly exerting constant pressure on incumbents.  
(19) However, the Commission considered in a previous decision16 that as regards 
certa in industries as well as certain risk types, distinct market s may be identified 
by reasons of limited substitutability on both demand and supply -side. 
Concerning supply -side substitutability, the Commission found that for certain 
product lines or sectors o f the market for the distribution of non -life insurance, a 
considerable degree of knowledge and specialisation is required in order to 
compete effectively. The Commission ultimately left the market open.  
(20) The results of the market investigation  support the  Commission’s previous views 
on the limited scope for demand -side substitutability.  Most customers17 indicate 
that each risk type / business sector requires specific know -how and a good track 
record . The market investigation also showed that b rokers tend t o have 
specialized teams for a business sector / risk type and th at the perception of which 
competitors are stronger varies for each  sectors / risk type18. Customers active in a 
particular industry also do not consider it realistic to switch to a broker  that does 
not have the necessary expertise or proven track -record in that particular industry , 
indicating a lack of demand -side substitutability at the level of business sector / 
risk type19.  
(21) As regards the potential supply -side substitutability , competitors  to the Parties 
noted during the market investigation that experienced teams with strong 
technical capabilities are needed to build customer and market relationships20. 
Also, there are  high barriers to entry into sectors / risk types not currently covered 
by a broker particularly as concerns the requirements for a good track record, 
                                                 
16  See IV/M.1307 Marsh & McLennan / Sedgwick (1998) , recital (18).  
17  Replies to the questionnaire Q1 – customers, questions 23, 24, 25 and 26.  
18    Replies to questionnaire Q1 – customers, questions 23, 24, 25 and 26.  
19    Replies to questionnaire Q1 – customers, questions 23, 24, 25 and 26.  
20   Customer reply to questionnaire Q3 – competitors, question 12.1  
 
6 ample data, and industry expertise21. These factors appear  to indicate that there is 
little supply -side substitutability between business sector / risk types .  
(22) For the purpose of this Decision, the Commission therefore considers that the 
market for non -life insurance brokerage can be further segmented based on 
business sector / risk type.  The Commission concludes from the market 
investigation that a segmentation based on business s ectors / risk types 
corresponds with customers’ identification of homogenous risks and competitors’ 
preference to structure their company based on the different risk types (e.g. a 
separate division for Energy or Aerospace Manufacturing) . The Commission 
therefore considers that a segmentation of the brokerage market based on business 
sector / risk type is the most appropriate for the purpose of this Decision.  
(23) Following the Commission’s conclusion on the narrowest plausible market 
segmentation, the Commissio n notes that t he Parties’ activities overlap in the 
provision of specialised broker services for Aircraft Operators , Aerospace 
Manufacturing, Energy , Space  and FinPro. FinPro is the insurance broking 
segment that covers the risks associated with the profes sional indemnity of 
directors, managers, and employees as well as the financial exposures of a 
company.  
4.2.1.  Broker services for Aircraft Operators  
(24) Both Parties are active in the broking of commercial insurance for aircraft, jet 
fleet and rotor fleet operators. This type of insurance predominantly consists of 
the coverage against damage to the aircraft (“hull coverage”) and general liability 
to passen gers and third parties. Ancillary coverage covering replacement/repair of 
spare parts and/or coverage against damage or liability arising out of malicious 
acts (e.g. war or terrorism) is also typically distributed in this business line.  
(25) The aircraft insur ance industry is characterised by the threat of very low 
frequency catastrophic events that can trigger very high losses on airline 
operators. Customers in this segment seek on the one hand good insurance 
premiums, but they also expect brokers to provide s kilful claims handling services 
should any catastrophic event happen22. Customers purchase such a specific 
combination of reach, business and technical expertise, and track record that a 
separate product market might be considered on the basis of customer 
characteristics alone.  
4.2.1.1.  Product market Definition  
(26) The Parties submit  that the relevant product market is that of the distribution of 
Aircraft Operators  insurance, regardless of channel.  In their view, brokers 
compete with third party and captive insurers in the distribution of insurance in 
this segment .  
(27) The Commission has not previously considered the existence of a separate 
product market for the distribution of commercial aircraft operator insurance. 
However, it has noted in the past that a distinct market  for the distribution of 
                                                 
21   Replies to questionnaire Q1 – customers, questions 14 and 18.  
22   Replies to questionnaire Q1 – customers, question 7.  
 
7 specialty insurance for certain industries – including for aviation – could 
potentially exist23. The market investigation confirmed that  most commercial 
aircraft respondents identified Aircraft Operators  as a distinct market  and th at 
they generally contract separate brokers for different types of risks24. 
(28) As far as the distribution channel is concerned, as already discussed in section 4.1  
the market investigation confirmed that neither dealing directly with third party 
insurers, nor setting up a captive are considered to be appropriate alternatives in 
the management of large aviation risks25.  
(29) Therefore, based on the reasoning above, the Commission concludes that for the 
purpose of this Decision, the relevant product market is the broking of 
commercial Aircraft Operators insurance.  
4.2.1.2.  Geographic market definition  
(30) The Parties submit that the geographic scope for the Aircraft Operators market is 
at least EEA -wide. The Commission has not previously cons idered the 
geographic scope of an Aircraft Operators market.   
(31) The market investigation has confirmed that the large majority of customers in 
this segment purchase broking services at a global level. Most airlines surveyed 
had operations in territories larg er than the EEA, prompting them to purchased 
insurance brokerage at a global level to ensure consistent coverage for all 
countries where they operate in. However, there were also indications that the 
market characteristics at EEA level were different to th ose at global level, 
particularly in the number of available competitors, which appeared to be more 
reduced at EEA than at global level.26  
(32) For the purposes of the present analysis, the exact geographic scope of the market 
for the broking of commercial Airc raft Operator insurance  can be left open 
between EEA  and global , since the competitive assessment would remain the 
same , and serious concerns arise  under both possible geographic market 
definition s.  
4.2.2.  Broker services for Aerospace Manufacturing  
4.2.2.1.  Product mark et definition  
(33) The market for the Specialty sector of Aerospace  Manufacturing  refers to the 
distribution of commercial insurance to cover risks associated with the 
manufacturing  of aerospace products . Manufacturers of aerospace components 
purchase cover to insure against damage caused by, or liability arising out of, 
defects in their products. The most common risk types in this specialty are 
manufacturers’ hull and liability and aircraft product liability. Other risk types 
include insurance for airframe, eng ine part and component manufacturers.  
                                                 
23 See IV/M.1307 Marsh & McLennan / Sedgwick (1998) , recital (18).  
24 Replies to questionnaire Q1 – customers, questions 4 and 23.  
25 Replies to questionnaire Q1 – customers, questions 6 and 15.  
26 Replies to questionna ire Q1 – customers, question 6.  
 
8 (34) The Parties submit that, if the Commission were to segment the market for the 
distribution of commercial non -life insurance, the narrowest plausible product 
market in relation to Aerospace Manufacturing would be the distribution of all 
commercial Aerospace Manufacturing insurance, regardless of the specific 
channel  (see also recital  (13)). The Parties submit that there is significant 
demand -side substitutability between each of these channels, allowing clients to 
flex between the various alternatives depending on their attractiveness. However, 
as described in recital  (15) the Commission  considers broker services to form a 
separate market from the other risk management channels.  
(35) The Commission has not  previously  assessed the market for broker services in the 
Specialty sector of Aerospace Manufacturing. The Commission noted in a 
previous deci sion that a distinct market for the distribution of specialty insurance 
for certain industries – including for aviation – could potentially exist27. However, 
the product market definition was ultimately left open.  
(36) According to the results of the market inve stigation, nearly all customers in this 
market consider there is little to no direct competition from insurers28 and that the 
market for the Specialty sector of Aerospace Manufacturing does not lend itself to 
using other risk management channels than broker s29.  
(37) The insurers responding to the market investigation confirmed the customers’ 
views, stating that the vast majority of their business in the Aerospace 
Manufacturing is realised through the intermediation of a broker30. The insurers 
also confirmed that n one of them currently operate their own distribution network 
in the market for Aerospace Manufacturing31. 
(38) Based on the results of the market investigation, the Commission concludes, for 
the purpose of this Decision, that the relevant product market includes  the broking 
activities in the Specialty sector  of Aerospace  Manufacturing.  
4.2.2.2.  Geographic market definition  
(39) The Parties submit that the geographic market definition for bro king in the 
Specialty sector of  Aerospace Manufacturing is at least EEA -wide. The Parties 
refer to brokers’ ability to supply their services to clients wherever they are 
located, travelling to the client as and when necessary. The Parties also submit 
that Specialist brokers are able to operate using local office licenses, or part ner 
with a local licensed broker.  
(40) The Commission has not assessed the market for broker services in the Specialty 
sector of Aerospace Manufacturing. In Marsh & McLennan / Sedgwick32, the 
Commission assessed the g eographic scope of the overall market for insurance 
distribution but left open whether the relevant geographic market definition for 
insurance distribution is larger than national.  
                                                 
27  See IV/ M.1307 Marsh & McLennan / Sedgwick (1998), reci tal (18).  
28  Replies to questionnaire Q1 – customers, question 15.  
29  Replies to questionnaire Q1 – customers, question 4.  
30  Replies to questionnaire Q2 – insurers, question 6.  
31  Replies to questionnaire Q2 – insurers, question 7.  
32  See IV/M.1307 Marsh& McLennan / Sedgwick (1998), recital (21).  
 
9 (41) According to the results of the market investigation, the majority of cust omers in 
the market segment of Aerospace  Manufacturing purchase broker services at a 
global or EEA -wide level33. The results of the market investigation with brokers 
also suggest that the competition between brokers for specialty risks such as 
Aerospace Man ufacturing takes place on a larger geographic scope such as EEA -
wide or global34. 
(42) For the purpose of this Decision, the Commission concludes that the geographic 
scope of the market for broker services in the specialty market of Aerospace 
Manufacturing is at  least EEA -wide.  
4.2.3.  Broker services for Space   
4.2.3.1.  Product market definition  
(43) The market for broking in the Specialty sector of Space refers to the distribution 
of commercial insurance to cover risks associated with damage and liability 
arising out of aircraft in  orbit (e.g. satellites) as well as risks that might derail 
launches of such aircraft. The space industry is characterised by very high 
financial exposures due to the significant potential for high losses when an 
insured event occurs.  
(44) The Parties submit t hat if the Commission were to segment the market for the 
distribution of commercial non -life insurance, the narrowest plausible product 
market in relation to this specialty would be the distribution of all commercial 
Space insurance, regardless of the spec ific channel . According to the Parties, the 
market thus includes all different channels by which customers can satisfy their 
Space risk -management needs (see recital  (13) for the description of all different 
channels). The Parties submit that there is sig nificant demand -side substitutability 
between each of these channels, allowing clients to flex between the various 
alternatives depending on their attractiveness.  
(45) The Commis sion has not previously defined a separate product market for 
broking in the Special ty sector of Space. However, the Commission has noted in 
previous decision that a distinct market for the distribution of specialty insurance 
for certain industries – including for space – could potentially exist35. However, 
the product market definition was ultimately left open.  
(46) According to the results of the market investigation, nearly all customers in this 
market consider there is little to no direct competition from insurers36. This view 
is confirmed by the ma rket investigation with insurers, which revealed that none 
of the participants in the investigation had developed their own distribution 
network s to compete with brokers such as the Parties37.  
                                                 
33  Replies to questionnaire Q1 – customers, question 8.  
34  Replies to questionnaire Q3 – competitors, question 6.  
35  See IV/ M.1307 Marsh & McLennan / Sedgwick (1998), recital (18).  
36  Replies to questionnaire Q1 – customers, question 15.  
37  Replies to questionnaire Q2 – insurers, question 7.  
 
10 (47) Based on the results of the market investigation, the Commissio n concludes, for 
the purpose of this Decision, that the relevant product market is broking in the 
Specialty sector of Space.  
4.2.3.2.  Geographic market definition  
(48) The Parties submit that the geographic market definition for broking in the 
Specialty sector of Space  is at least EEA -wide and should most appropriately be 
considered to be global in scope. The Parties refer to brokers’ ability to supply 
their services to clients wherever they are located, travelling to the client as and 
when necessary.  
(49) The Commission ha s not assessed the market for broker services in the Specialty 
sector of Space. In Marsh & McLennan / Sedgwick38, the Commission assessed 
the geographic scope of the overall market for insurance distribution but left open 
whether the relevant geographic mar ket definition for insurance distribution is 
larger than national.  
(50) According to the results of the market investigation, the majority of customers in 
the market segment of Space purchase broker services at a global or EEA -wide 
level39. The results of the m arket investigation with brokers also suggest that the 
competition between brokers for specialty risks such as Space takes place on a 
larger geographic scope such as EEA -wide or global40. 
(51) For the purpose of this Decision, the Commission concludes that the e xact 
geographic scope of the market for broker services in the specialty market of 
Space is at least EEA -wide .  
4.2.4.  Broker services for Energy  
(52) The specialty of Energy insurance broking refers to the distribution of 
commercial insurance to cover the risks assoc iated with the complex operations 
of the production chain for fossil fuels such as coal, oil and natural gas. This 
includes both upstream (i.e. exploration and extraction) and downstream (i.e. 
transformation of hydrocarbons into petroleum -based products) a ctivities.  
4.2.4.1.  Product market definition  
(53) The Parties claim that further segmentation of the specialty would not be 
appropriate, as the skillset required to offer such services is broadly the same for 
both upstream and downstream processes. In their view, brokers readily compete 
with third party a nd captive insurers in the distribution of energy insurance. They 
conclude by submitting that the relevant product market is that of the distribution 
of energy insurance, regardless of channel.  
(54) The Commission has not previously assessed the existence of a  separate market 
for energy insurance distribution. For the reasons outlined in recitals  (14) and 
                                                 
38  See IV/M.1307 Marsh&McLennan / Sedgwick (1998), recital (21).  
39  Replies to questionnaire Q1 – customers, question 8.  
40  Replies to questionnaire Q3 – competitors, question  6. 
 
11 (15), the Commission considers that the relevant market is not that of insurance 
distribution regardless of channel, but instead that of insurance broking  in Energy .  
(55) The ma rket investigation revealed that most customers identify either an energy 
market or an upstream/downstream market41, which would confirm the product  
market definition suggested by the Parties . As far as potential sub -segmentation s 
in thi s specialty  are concerned , the market investigation confirmed that most 
customers purchase both upstream and downstream insurance broking services 
from the same brokers when they are active in both markets42. Customers did not 
express any particularities or  significant differences in the competitive landscape 
of the upstream and downstream energy insurance markets. There were little 
indications that any other the market sub -divisions would be appropriate or 
relevant.   
(56) In any event, for the purpose of this D ecision, it can be left open whether broker 
activities in the segment of Energy  constitute a separate product market from 
commercial non -life brokerage  or whether it should be further segmented , since 
no doubts as to the compatibility of the notified conce ntration with the internal 
market arise under any plausible product market definition.  
4.2.4.2.  Geographic market definition  
(57) The Parties submit that the geographic scope for the Energy market is at least 
EEA -wide. They claim that oil and gas companies purchase insu rance broking 
services for all of their global activities via a central purchasing function. In their 
view, adopting a smaller scope than at least EEA -wide would distort the nature of 
the market.  
(58) The Commission has not previously considered the existence o r the geographic 
scope of a market for commercial broking of Energy insurance. The results of the 
market investigation would suggest  that the large majority of customers in the 
market segment of Energy purchase broker services at a global level43. Those who  
purchase at a national level do so because their operations are limited to only a 
few countries.  This would appear to be in support of the Parties’ view that the 
market is at least EEA -wide.  
(59) The exact geo graphic scope of the market of Energy broking can b e left open 
between EEA  and global , since no serious doubts as to the compatibility of the 
notified concentration with the internal market arise under any plausible 
geographic market definition.  
4.2.5.  Broker services for FinPro  
(60) FinPro is the insurance broking s egment that covers the risks associated with the 
professional indemnity of directors, managers, and employees. It can also cover 
the financial exposures of a company, such as those borne from M&A transaction 
or cyber negligence, among others.  
                                                 
41    Replies to questionnaire Q1 – customers, question 4.  
42    Replies to questionnaire Q1 – customers, question 4.  
43  Replies to questionnaire Q1 – customers, question 8.  
 
12 4.2.5.1.  Product mark et definition  
(61) The Parties submit that the skillset necessary to provide FinPro broking services 
is broadly similar across all risks, companies and industries. Moreover, they posit 
that in their FinPro insurance broking activities they compete with the othe r 
insurance distribution channels discussed above, namely placing the risk direct ly 
with the insurer , retaining risk, or accessing alternative forms of capital. In their 
view, FinPro insurance distribution should be the narrowest plausible product 
market.  
(62) The Commission notes that the market investigation has not given any reason to 
challenge the product definition  advanced by the Parties  as far as the business 
sector / risk type is concerned . On the other hand, for the reasons outlined in 
recitals  (14) and  (15), the Commission considers the relevant product market to 
be the broking of FinPro insurance, thus excluding all other distribution channels.  
(63) In any event, for the purpose of this Decision, it can be left open whether broker 
activities in the segment  of FinPro  constitute a separate product market from 
commercial non -life brokerage, since no doubts as to the compatibility of the 
notified concentration with the internal market arise under any plaus ible product 
market definition . 
4.2.5.2.  Geographic market defini tion 
(64) The Parties submit that FinPro insurance broking services are purchased by 
clients active in multiple jurisdictions, while at the same time acknowledging that 
professional indemnity is largely required by national laws across EU -member 
states. In thei r view, the relevant geographic market for FinPro is global or at least 
EEA -wide.  
(65) By contrast, the market investigation revealed that most customers purchase 
FinPro insurance brokerage at a national level44, and that customers have a 
preference for brokers  with local presence45. These findings would favour an 
interpretation of the geographic market being national in scope. However, as the 
concentration in the market for FinPro does not  raise serious doubts as to its 
compatibility with the internal market eve n under the narrowest  possible  
geographic  market definition , the relevant geographic market can be left open.  
4.3. Other products (non -broker activities of the Parties)  
(66) As stated in recital (8), the Parties are also active the provision of retirement and 
emplo yee benefits related services, including fiduciary management for pension 
funds.  
4.3.1.  Fiduciary  management  
(67) The Parties’ activities also overlap in the provision of retirement and employee 
benefits consulting, and more precisely in the provision of fiduciary management 
to pension scheme trustees. MMC is active predominantly through its Mercer 
                                                 
44 Replies to questionnaire Q1 – customers, question 8.  
45 Replies to questionnaire Q1 – customers, question 18.  
 
13 operating company a nd to a much lesser exten t through Marsh. MMC provides 
these services across the EEA, with the UK being the main market. JLT is 
substantially smaller and almost exclusively active in the UK.  
4.3.1.1.  Product market definition  
(68) Fiduciary management involves the provi sion of advice to pension scheme 
trustees in relation to one or more of the following:  
1. investment strategy: high level advice on the different types of investment 
that can be made;  
2. strategic asset allocation: advice on the mix and proportion of different 
asset classes to invest in; and  
3. asset manager selection: advice on which asset manager to invest funds 
with.  
(69) Fiduciary management also includes the legal delegation of some investment and 
decision -making powers by the client to the fiduciary manager so th at the 
fiduciary manager can implement the client’s preferred investment strategy.  
(70) The Commission has not previously assessed or defined the market for the supply 
of fiduciary management services to pension schemes.  
(71) With respect to the product market def inition, the UK Competition and Markets 
Authority published its Final Report on Investment Consultancy Market 
Investigation (“UK CMA Final Report”) on 12 December 2018, stating that the 
supply of fiduciary management services to pension schemes constitutes  a distinct 
market46. 
(72) The Parties consider that the supply of fiduciary management services to pension 
schemes do not constitute a distinct market, but that these services form part of 
the wider market for the supply of investment management services to pen sion 
schemes. However, the Parties also submit that the relevant product market 
definition can be left open for the purpose of this case.  
(73) In any event, for the purpose of this Decision, the exact product market definition 
for fiduciary management services  to pension schemes can be left open, since the 
Transaction does not raise serious doubts as to its compatibility with the internal 
market, regardless of the product market definition.  
4.3.1.2.  Geographic market definition  
(74) As stated in recital  (70), the Commission has not previously assessed the market 
for the supply of fiduciary management services to pension schemes.  
(75) The Parties submit that it is not necessary for the Commission to conclude on the 
relevant geographic market for the supply of fiduciary management services to 
pension schemes, as no competition issues arise on the narrowest plausible 
market.  
                                                 
46  See UK CMA Final Repo rt, paragraph 4.129  
 
14 (76) The UK CMA has considered the relevant geographic market for the supply of 
fiduciary management services as UK -wide in its recent UK CMA Final Report47.  
(77) According to the results of the market investigation, the majority of responding 
customers purchase fiduciary management services to pension schemes on a 
national basis48, indicating that the geographic scope could be national.  
(78) The exact geographic scope o f the market for the supply of fiduciary management 
services to pension schemes can be left open  between national and EEA -wide , 
since no serious doubts as to the compatibility of the Transaction with the internal 
market arise, regardless of the geographic scope of the market concerned.  
5. COMPETITIVE  ASSESSMENT  
(79) Article 2 of the Merger Regulation requires the Commission to examine whether 
notified concentrations are to be declared compatible with the internal market, by 
assessing whether they would significant ly impede effective competition in the 
internal market or in a substantial part of it.  
(80) The Commission Guidelines on the assessment of horizontal mergers under the 
Council Regulation on the control of concentrations between undertakings49 (the 
"Horizontal M erger Guidelines") distinguish between two main ways in which 
mergers between actual or potential competitors on the same relevant market may 
significantly impede effective competition, namely non -coordinated effects and 
coordinated effects.  
(81) Non-coordinated effects may significantly impede effective competition by 
eliminating the competitive constraint imposed by each merging party on the 
other, as a result of which the combined  entity would have increased market 
power without resorting to coo rdinated behaviour. In this regard, the Horizontal 
Merger Guidelines consider not only the direct loss of competition between the 
merging firms, but also the reduction in competitive pressure on non -merging 
firms in the same market that could be brought ab out by the merger. According to 
recital (25) of the preamble of the Merger Regulation, a significant impediment to 
effective competition can result from the anticompetitive effects of a 
concentration even if the combined  entity would not have a dominant po sition on 
the market concerned.  
(82) The overlaps between the Parties’ activities give rise to horizontally affected 
market in the following markets/segments  at a geographic level that is at least 
EEA -wide level : (i) Aircraft operators, (ii) Aerospace Manufact uring, (iii) 
Energy , (iv) Space, and in two market s/segment s that ha ve a national scope:  (v) 
FinPro , in Ireland  and (vi) fiduciary management to pension schemes in the UK.   
                                                 
47  See UK CMA Final Repo rt, paragraph 4.36  
48  Replies to questionnaire Q1 – customers, question 36.1.  
49 OJ  C31 , 5.2.2004, p. 5.  

 
16 5.1.2.  The Commission Assessment  
(86) The Parties submit that competition in this segment comes from top competitors 
such as  Aon and Willis  Towers Watson (“WTW”)  but also from a long tail of 
smaller and regional brokers.  In the Parties’ view, these competitors  exert 
competitive pressure over the Parties, particularly by exerting pressure on the 
level of prem iums.  
(87) The market investigation revealed that  the Aircraft Operators market is  
concentrated around three or f our major brokers , depending on the geographic 
level (i.e. EEA and global) . The Commission has observed that  the large majority 
of customers consid ered Aon and WTW  as the only viable  alternatives to the 
Parties, with other competitors lacking the experience or geographic reach 
required to service them55. A minority of respondents identified other brokers 
such as Price Forbes or Gallagher, who appear to have a focus  outside of the 
EEA . Competitors consulted provided on average larger lists of viable 
competitors, which most customers did not consider suitable to service them.  
(88) The Commission noted certain regional differences on the  levels of market 
conc entration. While several  US-based customers considered Gallagher and 
Lockton to be viable competitors in Aircraft Operators  specialty , no EEA 
customer did56. Concerning  Aon’s market position, most EEA customers did not 
consider it a viable alternative, or w ere sceptical of its capacity to handle their 
business. Respondents noted that Aon had “de -emphasised aviation over the last 
10 years”57, that the “technical team and expertise was lost in 2009 when the team 
moved en -masse to JLT and no capability has been rebuilt” and that they were 
“not a major player for aviation anymore”58.  
(89) The majority of customers, insurers and competitors59 agreed that JLT and Marsh 
were very close competitors, and that both would be in the top 3 providers of 
Aircraft Operators insuran ce broking services.  
(90) The Parties submit that  the Aircraft Operators market is dynamic, with account s 
frequently switching  between brokers . As an illustration of this fact , the Parties 
claim that they win or lose between […]% and  […]% of their business every year.  
The Parties submit that customers  possess considerable buyer power, particularly 
when organised in buying groups able to leverage their concentrated and stronger 
position vis -à-vis brokers. The Parties characterise c ustomer s as very price 
sensitive, and willing to switch to a  different  provider who services them at a 
lower cost.  
                                                 
55 Replies to questionnaire Q1 – customers, question 23.  
56 Replies to questionnaire Q1 – customers, question 23.  
57 Replies to questionnaire Q1 – customers, question 5.  
58 Replies to questionnaire Q1 – customers, question 23.  
59 Replies to questionnaire Q1 – competitors, question 15; Q2 – insurers, question 11; Q1 for customers, 
question 5.  
 
17 (91) By contrast, t he Commission’s investigation revealed that only 11% of 
respondents had changed in the Aircraft Operators specialty  over the past 5 ye ars, 
which amounts to an average yearly churn rate of [0-5]%60.  
(92) Customers in this segment considered expertise of the broker’s staff and quality 
of the services provided as the top two selection criteria for potential brokers61. At 
an aggregate level, world wide presence, knowledge of local markets and a wide 
portfolio of services were equally ranked as top selection criteria. While also 
important for customers, price was not commonly ranked as the most important 
selection criteria. This suggests that competi tion in this specialty takes place more 
in the quality of staff and services provided than in the broker’s prices . The fact 
that competition takes place on the quality of staff and services represents a 
significant barrier to entry into the Aircraft Operat ors insurance broking market , 
as experienced and knowledgeable staff are scarce in this specialty.   
5.1.2.1.  Barriers to entry  
(93) The Parties submit that entry barriers into broking are low, given that expertise 
and relationships reside in small and mobile teams of individuals.  Given this, 
entry into a new market could feasibly be achieved by acquiring the necessary 
human capital – including from competitors – to effectively compete with 
incumbents.  
(94) Despite  the Parties’ claims that entry into new markets  is easy , most customers62 
and insurers63 were only able to identify JLT as a significant new entrant into the 
Aircraft Operators specialty  in the past 5 years. The Parties have claimed that a 
new wave of potentially disruptive insurers, characterised by their use of 
technology and data – commonly referred to as “Insurtech” companies – threaten 
expansion into the distribution  of special ty insurance . However, the activities of 
these companies have focused predominantly on the smaller and simpler risks of 
private individuals and SMEs, and corporate clients do not consider broker 
services interchangeable with those provided by insurers. Ove rall, the competitive 
landscape does not appear to have significantly evolved during the past 5 years.  
(95) Human capital is the most valuable asset in brokerage64. The market investigation 
results showed that expertise of the broker’s staff was the highest rate d 
consideration for customers in the Aircraft Operators segment65. The fact human 
capital is scarce  in the specialised insurance broking sector s – which can 
sometimes trigger a “war for talent”66 –increases barriers to entry. Expansion into 
this market seems  to occur only through acquisition of the required talent, 
supported by the necessary infrastructure. This is indeed how JLT initially entered 
the Aircraft Operators specialty.   
                                                 
60 Replies to questionnaire Q1 – custome rs, question 16.  
61 Replies to questionnaire Q1 – customers, question 14.  
62 Replies to questionnaire Q1 – customers, question 19.  
63 Replies  to questionnaire Q2  – insurers , question 13. 
64 Minutes from call with Competitor, 17.01.2019, 11:00 am.  
65 Replies to  questionnaire Q1 – customers, question 14.  
66 Customer reply to in Q1 – customers, question 27.  
 
18 (96) Other barriers to entry are likely to  exist in th e specialty business line of  Aircraft 
Operators . Firstly, entry into this specialty requires economies of scale and a large 
upfront investment67.  Incumbents, as they control a large share of the market, are 
capable of handling business costs effectively and compete on price, in addit ion 
to possessing staff with the right expertise and contacts . Moreover, the global 
nature of the operations of customers in this segment requires a global footprint  
that not many competitors (current or potential) appear to possess68. Though the 
Parties claim that customers do not require a global, integrated broker, and that 
customers are equally served by networks of smaller brokers , the large majority 
of customers expressed a pref erence for an integrated broker. Customer  noted on 
the one hand the risks  of service interruption that broker  networks  are subject to,  
and on the other hand the superior communication and efficiency potential of a n 
integrated  global broker69. 
5.1.2.2.  Countervailing b uyer power  
(97) Clients seeking Aircraft Operators broking services generall y do so via requests -
for-proposal, generally launching a tender every 2 -5 years70. Contracts for broker 
services hav e a duration of 1 to 3 years,  which is on average larger than that of 
insurance contracts (in most cases 1 year)71. Contracts are often renewe d or 
extended, also without a new tender . The Parties submit that through the tender  
process , clients create competitive pressure among competitors to ensure that 
prices and conditions are kept as competitive as possible. The Parties additionally 
advance t hat clients may also choose to place two or more brokers for a single 
risk category (“co -broking”) to maintain competitive pressure even after the 
tender  allocation . They conclude that clients currently have the balance of power 
in their favour.  
(98) The Commis sion has found that competitive pressure is very high  around a small 
number of large and profitable accounts72. It has also observed that customers 
tend to have a single broker per risk category, and when they do use co -broking 
scheme, they do so following a rationale of business continuity and/or of 
complementing  the service capabilities of competitors73. There appears to be bias 
towards broker retention, as customers believe that switching brokers would be 
costly and time consuming, particularly due to the wealth of knowledge about the 
customer’s operations accumulated by the incumbent74.  
(99) Customers expressed concerns that  the balance of power might shift post -
transaction75. With the reduction in viable competitors brought by the 
Transaction, some customers expressed that if the quality of  broker  services 
dropped  they would not  be able to  easily find a replacement. A customer found 
                                                 
67 Replies to questionnaire Q2 – insurers, question 14.  
68 Replies to questionnaire Q1 – customers, questions 8, 10, and 23.  
69 Replies to questionnaire Q1 – customers, question 10.1.  
70 Replies to questionnaire Q1 – customers, question 11.  
71 Replies to questionnaire Q1 – customers, question 13.  
72 Other third party correspondence, submission received on 20.02.19  
73 Replies to quest ionnaire Q1 – customers, question 3.1.  
74 Replies to questionnaire Q1 – customers, question 17.  
75 Minutes from pre -notification call with customer, 25.01.19 [2:30 pm CET]  
 
19 that brokers would have less incentives to find the best offer on the market due to 
reduced competition76. 
(100)  In relation to  the obse rvation in recital  88 that the market appears to be more 
concentrated at EEA level, EEA customers expressed more concerns that non -
EEA respondents. In particular, a customer pointed to a risk that prices could 
“increase dramatically” as broker remuneration  increases77. Others expressed 
concerns that the options in the market might be insufficient78 and that the quality 
of service s offered  could  deteriorate.  
5.1.3.  Conclusion  
(101)  The above observations point to the competitive landscape of Aircraft Operators 
as being one  where only the Parties and WTW are considered to be viable 
competitors, with no immediate threat or potential disruption in sight. The 
concentration  thus appears to reduce the number of viable competitors from 4 to 3 
at a global level and from 3 to 2 in t he EEA – an observation which is shared by a 
number of respondents79 
(102)  In view of the above  considerations and taking account of the results of the 
market investigation and all of the evidence available to it , the Commission […]* 
that the concentration  raises serious doubts as to its compatibility with the internal 
market due to its likely horizontal non -coordinated effects in markets for Aircraft 
Operator s at both EEA -wide as well as a global level given the high combined 
market shares, the concentrated nature of the specialty,  the reduced number of 
competitors and the high barriers to entry .  
5.2. Aerospace Manufacturing  
5.2.1.  Market shares and competitive landscape  
(103)  The Parties’ market shares for broking in the specialty sector of Aerospace 
Manufacturi ng are presented in the table below  
Table 2: The Parties’ market shares for broking in the specialty sector of 
Aerospace Manufacturing   
  
                                                 
*Should read concludes . 
76 Minutes from pre -notification call with customer, 11.01.19 [ 4:00 pm CET]  
77 Replies to questionnaire Q1 – customers, question 27.  
78 Replies to questionnaire Q1 – customers, question 28.  
79 Other third party correspondence, submission received on 20.02.19.; r eplies to question naire Q1 – 
customers, question 28.  

 
21 necessary. The product offerings of the brokers active in this segment are largely 
similar according to the Parties, with difference s mostly relating to the level of 
service and expertise that a broker can offer. The Parties do however recognise 
that only MMC, Aon and WTW  can offer the size of team s that is required to 
successfully service the largest customers.  
(109)  According to the Partie s, the barriers to entry in this sector relate to the breadth of 
knowledge and expertise required to provide the bespoke service demanded by 
aerospace manufacturing clients. The cost of entry to the segment is considered 
low by the Partied and would be lim ited in time (1 year to 1.5 year).  
5.2.2.  The Commission assessment  
(110)  The results of the market investigation with customers provide a mixed picture in 
relation to the use of tenders to select a broker and average period between market 
consultations. Customers ind icated that the average contract with a broker can be 
anywhere between one and three year s80, but the period between market 
consultations can be longer (up to 5 years, or evergreen contracts)81. When asked 
on whether they switched brokers in the last 5 years , the majority of the 
respondents indicated that they have not switched brokers in the recent past for 
their activities in Aerospace Manufacturing82. The majority of customers however 
indicated that it would be possible to switch between brokers, even thoug h it 
requires an investment in time to educate the broker on the customers’ unique 
requirements (time estimates range between a couple of weeks to nearly a year)83. 
(111)  For a customer to switch, a broker must meet specific criteria. When asked  to 
rank the most important criteria, the quality of the service provided, know -how 
and staff expertise are considered the most important. Price is considered 
relatively important, but not the most dominant selection criterion84. A broker 
intend ing to start servicing custome rs in the specialty sector of Aerospace 
Manufacturing must have sufficient  know -how, the ability to cover the full 
geographic footprint of their client’s  activities, the ability to comply with 
regulatory requirements and an overall positive track record85. The geographic 
footprint  could be seen as part of the quality of the service required by customers 
since  customers indicate that a global footprint is required to place their global 
insurance programs86. The majority of customers also indicate a preference 
towards brokers that have established their own global network, over brokers that 
cooperate with local entities through an informal network87.  
(112)  According to the market investigation, customers consider the Parties to be part of 
the 4 top providers of broker  services in the specialised sector of Aerospace 
                                                 
80  Repl ies to questionnaire Q1 – customers, question 13.  
81    Replies to questionnaire Q1 – customers, question 11.  
82  Replies to questionnaire Q1 – customers, question 16.  
83  Replies to questionnaire Q1 – customers, question 17.  
84  Replies to questionnaire Q1 – customers, question 14.  
85  Replies to questionnaire Q1 – customers, question 18.  
86  Replies to questionnaire Q1 – customers, question 10.  
87  Replies to questionnaire Q1 – customers, question 11.1  
 
22 Manufacturing  (i.e.MMC, WTW , Aon  and JLT)88. This  is confirmed by the 
majority of the Parties’  competitors89.  
(113)  Customers consider Aon and WTW to be the closest competitors to MMC, while 
JLT is mentioned as a fourth competitor, but on average not the closest to 
MMC90. However, the competitors to the Parties consider JLT as the closest 
competitor to MMC91. When asked to name the closest competitor to JLT, 
customer identified Marsh as the closest competitor, closel y followed by Aon and 
WTW92. This list of close competitors does not change whether assessed on a 
global or an EEA -scale.  
(114)  The market investigation indicated that the majority of customers consider that 
there will be sufficient alternative suppliers active on the market post -transaction, 
even though the number of available suppliers seems to be reduce d from 4 to 393. 
The majority does not expect an impact on their business94 or in the EEA95.  
(115)  The majority of customers do not expect a new entrant on the market, nor have 
they seen a new entrant in the past five years96, further strengthening the view that 
the transaction will lead to a reduction of choice.  The selection criteria requested 
by customer ( see recital 111), including a global footprint, further strength en the 
Commission’s view that new entries into the market are unlikely in the near 
future.   
5.2.3.  Conclusion  
(116)  In view of the above  considerations , taking into account the market investigation 
and all the evidence available to it, the Commission  considers that the  
concentration raise s serious doubts as to its compatibility with the internal market 
with respect to the market for broking in the specialty sector of Aerospace 
Manufacturing  at an EEA -wide geographic s cope .  
5.3. Space  
5.3.1.  Market shares and co mpetitive landscape  
(117)  The Parties’ market shares for broking in the specialty sector of Space are 
presented in the table below.  
  
                                                 
88  Replies to questionnaire Q1 – customers, question 5 and sub-questions.  
89  Replies to questionnaire Q3 – competitors, question 4.3  
90  Replies to questionnaire Q1 – customers, question 21.  
91  Replies to questionnaire Q3 – competitors, question 15.  
92  Replies to questionnaire Q1 – customers, question 22.  
93  Replies to questionnaire Q1 – customers, question 28.  
94  Replies to questionnaire Q1 – customers, question 27.  
95  Replies to questionnaire Q1 – customers, question 29.  
96    Replies to questionnaire Q1 – customers, questions 19 and 20.  

 
24 5.3.2.  The Commission assessment  
(122)  According to the market investigation, the majority of customers prefers to work 
with a single broker for a specific risk class97. Customers put brokers in 
competition with each other for new contracts, making use of either formal tender 
processes, or through more informal request -for-proposals98. Respondents also 
indicated that the duration of a contract with a broker can last anywhere  between 
1 year and 15 years depending on the preference of the customer. However, the 
majority of customers indicated that contracts are on average limited in duration 
to 1-2 years99.  
(123)  Customers indicated that switching between brokers is possible, but all  of the 
respondents indicating that switching is possible stressed that such a switch would 
require training their new broker and making them familiar with their specific 
company ’s needs . Customers indicate that this process could take several 
months100. Acc ording to the market investigation, the majority of customers has 
not switched its broker in the specialty sector of Space in the past five years101. 
(124)  According to the customers responding to the market investigation, no new 
entrants have emerged over the pas t 5 years102 and only one customers indicated 
to be aware of a broker expressing interest in expanding into the sector in the 
coming years103. 
(125)  The market investigation with customers indicated that the majority of customers 
do not consider JLT as a close competitor to MMC. Nearly all of the responding 
customers indicated that Aon and WTW  are the closest competitors to MMC104. 
When asked for the clo sest competitors to JLT, the vast majority of customers 
only mentioned the three main actors on the market (MMC, WTW  and Aon).  
(126)  The vast majority of customers do not expect a negative impact of the Transaction 
on the market for broking in the specialty sec tor of Space105. Customers also 
indicated that there would still be sufficient choice of brokers available on the 
market  post-Transaction106. 
5.3.3.  Conclusion  
(127)  In view of the above  considerations , taking into account the market investigation 
and all the evidence available to it, the Commission conclude s that the 
concentration  does not raise serious doubts as to its compatibility with the internal 
market with respect to the market for broking in th e specialty sector of Space at 
an EEA -wide geographic scope . 
                                                 
97  Replies to questio nnaire Q1 – customers, question 3.  
98  Replies to questionnaire Q1 – customers, question 11.  
99  Replies to questionnaire Q1 – customers, question 13.  
100  Replies to questionnaire Q1 – customers, question 17.  
101  Replies to questionnaire Q1 – customers, questi on 17.  
102  Replies to questionnaire Q1 – customers, question 19.  
103  Replies to questionnaire Q1 – customers, question 20.  
104  Replies to questionnaire Q1 – customers, question 21.  
105  Replies to questionnaire Q1 – customers, question 27.  
106  Replies to questio nnaire Q1 – customers, question 28  

 
26 presence ” as one of the least important characteristics that a broker should 
possess113. All of these elements considered, mid-size competitors appear capable 
of competing with the top 3  brokers for large accounts in Energy , more so than in 
any other specialty .  
(132)  The Parties submit that clients regularly switch between brokers to ensure the best 
rates and conditions in the market. The market investigation revealed that most 
customers had n ot switched providers in the Energy specialty114. However, the 
large majority of customers also expressed that switching would be easy and 
would not require significant time or other costs115. There did not appear to be 
any other significant switching costs.  
(133)  The Parties claim that in the Energy specialty insurance captives play a larger role 
as a customer’s potentially viable risk management option  than in other segments. 
Not all customers have the financial strength to set up a captive, but those that do 
tend to self -insure large portions of their risk116.Although not part of the same 
market as brokerage, captive insurance is likely to exert  some  competitive 
pressure on brokers . Although brokers are generally still involved in the 
placement of a client’s risk into a captive insurer – by, for instance  scanning the 
market for the best rates and conditions, and benchmarking the captive’s services 
against them – they receive a fraction of the remuneration that they would receive 
for other broking services . The use of captives by a significant share  of the 
customer base appears to reduce their dependency on brokers, thus improving  
their bargaining position.  
(134)  Lastly, the market investigation returned very few concerns from market 
participants. Most customers believed that the impact of the Transaction would be 
limited, and that they would have sufficient amount of choice post -merger117. No 
impact was expected in the EEA118, as JLT “is not that strong on local level in the 
EEA”119.  
5.4.3.   Conclusion  
(135)  In summary, the market shares o f the combined entity in the insurance broking 
specialty of Energy d o not appear to indicate that the combined entity  would exert 
significant market power . The market in this specialty  seems sufficiently 
dynamic, with credible competition coming from mid -size competitors and new 
entrants. Customers seemingly wield larger amounts of buyer power given their 
propensity to set up captive insurers, which limit brokers in their potential gains 
and limit customer’s dependency on brokerage services.  
(136)  In view of the  above, taking into account the market investigation and all the 
evidence available to it, the Commission concludes that the notified concentration 
                                                 
113  Replies to questionnaire Q1 – customers, question 14.  
114  Replies to questionnaire Q1 – customers, question 16.  
115  Replies to questionnaire Q1 – customers, question 17.  
116  Replies to questionnaire Q1 – customers, question 6.  
117  Replies to questionnaire Q1 – customers, question 27 and 28. 
118  Replies to questionnaire Q1 – customers, question 29.  
119  Replies to questionnaire Q1 – customers, question 29.   


 
29  2017 market 
share in the UK  
Cardano  [5-10]% 
Others  < 5% 
Source: Table 6.18 of the notification  
(145)  The Parties submit that the market for fiduciary management to pension schemes 
in the UK has grown significantly over the past 10 years. The Parties submit that 
there are at least 17 suppliers of fiduciary management services in the UK, split 
between four larger competitors (WTW , Aon, River and Mercantile and Russel 
Investment) which will continue to exert significant competitive constraint on the 
combined entity post -Transaction.  
(146)  The Parties do not consider each other as close competitors. The Parties further 
submit that th e competitive constraints are enhanced by the growing presence of 
ringmasters ( i.e. companies engaged by pension schemes to scrutinise and 
challenge the performance of fiduciary managers), pension managers and 
independent trustee organisations.  
5.6.2.  Commission  assessment  
(147)  The Parties’ combined market share is above 30% ( [30-40]%), with a small 
increment of [0-5]%. Other competitors in in the market for fiduciary 
management to pension schemes include brokers such as WTW and Aon, but also 
advisory and asset manage ment businesses such as Russell Investment and River 
and Mercantile.  
(148)  The results of the market investigation indicate that customers do not expect the 
Transaction to have an impact on the market for fiduciary management123. A 
small minority of customers indi cated that the transaction will lead to a reduction 
of the number of competitors on the market124, but the vast majority of customers 
is confident  that sufficient alternative suppliers are active and will remain so  on 
the market post -Transaction. The majorit y of competitors responding to the 
market investigation confirm the customers’ point of view that the Transaction 
will not have an impact on the market125.  
5.6.3.  Conclusion  
(149)  In view of the above, taking into account the market investigation and all the 
evidence av ailable to it, the Commission concludes that the concentration does 
not raise serious doubts as to its compatibility with the internal market regarding 
fiduciary management to pension schemes in the UK.  
                                                 
123  Replies to questionnaire Q1 – customers, question 41.  
124  Replies to questionnaire Q1 – customers, question 41.  
125  Replies to questionnaire Q3 – competitors, question 35.  
 
30 5.7. Final conclusion  
(150)  In light of the considerations in recitals  (82) to (149) and in view of the result of 
the market investigation and all of the evidence available to it, the Commission 
concludes that the concentration raises serious doubts with respect to the EEA -
wide market s for broking in the specialty se ctors of Aircraft Operators and 
Aerospace Manufacturers. The Commission concludes that the concentration does 
not raise serious doubts with respect to  broking in the EEA -wide specialty 
markets of Space and Energy, nor in the national markets for FinPro in Ireland 
and fiduciary management to pension schemes  in the UK.  
6. PROPOSED REMEDIES  
(151)  In order to render the concentration compatible with the internal  market, the 
undertakings concerned have modified the notified concentration by entering into 
commitments, submitted to the Commission on 01 March 2019  (the “First 
Commitments”). The Commission market tested the First Commitments and 
provided feedback to the Parties. In response to this, the Parties submitted an 
improved set of Commitments on 18 March 2019  (the “ Final Commitments”)  
which are annexed to this decision and form an integral part thereof.  
(152)  On 4 March 2019, MMC announced that MMC and JLT entered into an 
agreement to sell JLT’s  aerospace practice , including the transfer of its personnel, 
to Arthur J. Gall agher & Co  (“Gallagher”) . This sale is, however, subject to the 
Commission’s approval and this Decision does not constitute an approval of 
Gallagher as a suitable purchaser.  
6.1. Framework for the assessment of commitments  
(153)  When a concentration raises competitio n concerns, the merging parties may seek 
to modify the concentration in order to resolve those competition concerns and 
thereby obtain clearance for the concentration.126 
(154)  The commitments must eliminate the competition concerns entirely and must be 
comprehensive and effective in all respects. The commitments must also be 
proportionate to the co mpetition concerns identified.127 Furthermore, the 
commitments must be capable of being implemented effectively within a short 
period of time as the conditions o f competition on the market will not be 
maintained until the commitments have been fulfilled.128 
                                                 
126 Commission Notice on remedies acceptable under th e Council Regulation (EC) No 139/2004 and under 
Commission Regulation (EC) No 802/2004 (OJ C 267, 22.10.2008, p. 1 –27), (the ‘Remedies Notice’), 
paragraph 5.   
127 Recital 30 of the Merger Regulation. The General Court set out the requirements of proportionality as 
follows: ‘the principle of proportionality requires measures adopted by Community institutions not to 
exceed the limits of what is appropriate and necess ary in order to attain the objectives pursued; when 
there is a choice between several appropriate measures recourse must be had to the least onerous, and 
the disadvantages caused must not be disproportionate to the aims pursued’ (T-177/04 easyJet v 
Commiss ion EU:T:2006:187, paragraph 133).   
128  Remedies Notice, paragraphs 9, 10, 11, 63 and 64.   
 
31 (155)  Structural commitments proposed by the parties to a concentration will meet that 
condition only in so far as the Commission is able to conclude, with the requisi te 
degree of  certainty, that it will be possible to implement them and that the new 
commercial structures resulting from them will be sufficiently workable and 
lasting to ensure that the significant impediment to effective competition which 
the commitments  are intended to prevent, will not be likely to materialise in the 
relatively near future.129 
(156)  In assessing whether proposed commitments are likely to eliminate the serious 
doubts to which the concentration would otherwise give rise, the Commission will 
consi der all relevant factors relating to the proposed remedy itself, including, inter 
alia, the type, scale and scope of the remedy proposed , judged by reference to the 
structure and particular characteristics of the market in which the competition 
concerns ar ise, including the position of the parties and other players on the 
market.130 
(157)  Based on these principles as well on the principles related to the implementation 
and effectiveness of all types of commitments set out in paragraphs 13 and 14 of 
the Remedies Not ice, the Commission has assessed the commitments put forward 
by the Parties  in the present case.  
6.2. Description of the First Commitments  
(158)  The First Commitments  consist of the divestiture to a suitable purchaser of JLT’s 
Global Aerospace division.  
6.2.1.  Scope of the First Commitments  
(159)  The First Commitments include the divestment of JLT’s Global Aerospace 
division and the transfer of the relevant tangible and intangible assets, licenses 
permits and authorizations, transitional  arrangements and contracts listed below,  
(160)  The Divestment Business  will include the following tangible assets :  
a. all current customer relationships held by the Divestment Business;  
b. all records and information held by the Divestment Business relating to 
current and past customers, including but not l imited to customer lists and 
files, logs of customer support issues, and written correspondence with 
customers;  
c. all records and information held by the Divestment Business concerning 
prospective customers;  
d. all contracts, records and information held by the  Divestment Business 
concerning insurance companies;  
e. all marketing and promotional information relating to the Divestment 
Business;  
                                                 
129 Judgment of 14 December 2005, General Electric v Commission , T-210/01, EU:T:2005:456, paragraph 
555; Judgment of 6 July 2010, Ryanair v Commission , T-342/07, EU:T :2010:280, paragraph 453.   
130  Remedies Notice, paragraph 12.   
 
32 f. all business plans and forecasts relating to the Divestment Business;  
g. technical or other expertise relating to the Divestment Business;  
h. all research material, data, models, information, analyses and market 
studies held by the Divestment Business,; and  
i. credit and other business records currently held by the Divestment 
Business.  
(161)  The Divestment Business will include the f ollowing intangible assets:  
a. The brand name for Hayward Aviation;  
b. The […] client portal software; and  
c. Other software used by the Divestment Business for its operations (the 
[…] software).  
(162)  The First Commitments also include :  
 all licences, permits and autho risations used by the Divestment Business ;  
 all contracts, leases, commitments and customer orders of the Divestment 
Business ;  
 all customer, credit and other records of the Divestment Business ; 
 the Key Personnel and  all Personnel  as described in the Commi tments ; 
 a best efforts obligation to secure the transfer to the Purchaser of all 
customer contracts containing a change of control provision or requiring 
the customer’s consent ; and   
 Transitional services for a period of up to […] after closing , with a 
possible extension of up to […] and […] are also envisaged in the First 
Commitments . 
(163)  The Parties  also commit not to solicit the Key Personnel and the Personnel 
transferred with the Divestment Business for a period of […] after closing. The 
Parties  further com mit to retain all liabilities relating to the Divestment Business 
that are incurred up until closing.  
(164)  In addition the Parties  have entered into related commitments, inter alia regarding 
the separation of the divested businesses from their retained businesses, the 
preservation of the viability, marketability and competitiveness of the divested 
businesses, including the appointment of a monitoring trustee and, if necessary, a 
divestiture trustee.  
6.2.2.  The purchaser criteria  
(165)  In order to be approved by the Commission, the purchaser must fulfil the 
following criteria:  
 
33 a. The Purchaser shall be independent of and unconnected to the Parties and 
their Affiliated Undertakings  
b. The Purchaser sh all have the financial resources, proven expertise and  
incentive to maintain and develop the Divestment Business as a viable and  
active competitive force in competition with the Parties and other 
competitors.  
c. The acquisition of the Divestment Business by the Purchaser must neither 
be likely to create, in light of the information available to the 
Commission, prima  facie competition concerns nor give rise to a risk that 
the implementation of the  Commitments will be delayed. In particular, the 
Purchaser must reasonably be  expected to obtain all necessary approvals 
from the relevant regulatory  authorities for the acquisition of the 
Divestment Business.  
d. The Purchaser shall have an existing commercial non -life insurance 
broking business with a proven track record  in serving large customers for 
complex risks and the geographic reach to integrate and run competitively 
the Divestment Business.  
6.3. Assessment of the proposed remedies  
(166)  As explained in this Decision, the serious doubts as to the compatibility of the 
Transact ion with the internal  market stems from  the combination of MMC and 
JLT’s activities in the broking of commercial insurance for Aircraft Operators and 
Aerospace Manufacturing markets . 
(167)  The First Commitments consist in the divestiture to a suitable purchaser of JLT’s 
Global Aerospace division that includes JLT’s activities in the broking of 
commercial insurance for Aircraft Operators, Aerospace Manufacturing and 
Space markets. Therefore, the First Commitments cover all potential markets in 
respect of which the Commission has serious doubts as regards the compatibility 
of the Transaction with the internal market.  
6.3.1.  Aircraft Operators  and Aerospace Manufacturing  
(168)  The D ivestment Business includes the entirety of JLT’s Aerospace practice, 
meaning that there will be no increment to Marsh’s market share in these 
segments as a result of the Proposed Transaction.  
(169)  JLT’s Aerospace practice combines all of JLT’s insurance brokin g activities in 
Aircraft Operators, Aerospace Manufacturing, and Space, as one combined 
business division. The Divestment Business includes the  divest iture of  the 
entirety of JLT’s Aerospace practice, including Space , although the Commission 
did not identi fy competition concerns in relation to broking in the Specialty sector 
of Space. The inclusion of JLT’s activities in Space in the Divestment Business 
 
34 is, however, necessary to ensure the viability of the Divestment Business and to 
create an effective comp etitor in the affected markets.131  
(170)  The Divestment Business has a diverse client portfolio that includes some of the 
world’s largest  and most complex aerospace risks , and brokers for many of the 
world’s top major airlines, aerospace manufacturers, airports a nd related services 
providers . 
(171)  There are a number of shared support services within the Aerospace pr actice that 
support all of the  segments  transversally , such as claims management, technical 
services and contract advisory  which are included in the remedy package.  The 
Divestment Business is an integrated, standalone business division that 
encompasses all necessary assets and personnel, including senior management 
and all brokers , as well as support services that are dedicated to the Aerospace 
practice, incl uding  marketing and broking, broking and business support, contract 
advisory, claims management, operations, technical services and insurance 
brokerage accounts.  The market test  did not reveal any missing services for the 
division to operate autonomously.  
(172)  The Commitments also includes the Divestment Business’s main IT systems : 
[…], a web -based client portal, and […], the system for Hayward Aviation . […], 
the Divestment Business’s main client -facing IT system, was built and developed 
by the JLT Aerospace practice and is not linked to other JLT IT systems  
(173)  The Divestment Business operates globally  and will therefore completely remove 
the overlap both at  the EEA and  global levels . 
(174)  The market test confirmed that the Commitments  are sufficient to eliminate the 
serious doubts as to the compatibility of the Transaction with the internal market, 
as they are feasible, comprehensive and include all necessary assets . 
(175)  The large majority of competitors, insurers and customers support the view that 
the commitments offered would remove any possible negative impact in the fields 
of aerospace manufacturing and aircraft operators.132 
(176)  Virtually all customers consider that the Commitments allow an existing broker 
meeting the purchaser criteria  purchasing the Divestment Business to effectively 
compete in the affected markets at a global scale133. 
(177)  The large majority of respondent to the market test state that the divestment 
business  includes all necessary assets and personnel to operate in the market134, 
and that a purchaser meeting the established purchaser criteria would likely be 
                                                 
131   Cf. Remedies Notice, para. 23 (“For the business to be viable, it may also be necessary to include 
activities which are related to markets where the Commission did not identify competition  concerns if 
this is required to create an effective competitor in the affected markets”).  
132 Replies to questionnaire R1 – customers, questions 2 and 3; r eplies to questionnaire R2 – competitors , 
question s 2 and 3 ; replies to questionnaire R3 – insurers, questions 2 and 3.  
133 Replies to questionnaire R1 – customers, question 5.  
134 Replies to questionnaire R1 – customers, question 6. r eplies to questionnaire R2 – competitors , 
question s 4 and 7 . 
 
35 able directly compete against the Parties . The market test also confirmed that the 
purchaser criteria ar e sufficient .135  
(178)  The overwhelming majority of customers are of the opinion that the Divestment 
Business is likely to retain its current customers136 and that the transitional 
services as described in the Commitments afford adequate safeguards for the 
viabilit y and competitiveness of the Divestment Business137. Competitors also 
backed this opinion.138 
6.3.2.  Final Commitments  
(179)  While the market test results broadly confirmed the suitability of the 
commitments, the following changes have been introduced in the Final 
Commitm ents in order to strengthen the viability of the Divestment Business .  
(180)  First,  the Final Commitments include  transitional services for a period of up to 
[…] after closing, with a possible extension of up to […] and […]. The supply of 
the […] IT system only shall be for a transitional period of […] after closing, with 
a possible extension of up to an additional […] at the Purchaser’s request and 
subject to Commission approval.  
(181)  Second, the undertaking from the Parties  not to solicit the Key Per sonnel and the 
Personnel transferred with the Divestment Business for a period of […] after 
closing is extended to a period of […] after closing.  The Parties  also commit  not 
to hire, employ or engage, and to procure that Affiliated Undertakings do not hire , 
employ or engage, the Key Personnel transferred with the Divestment Business 
for a period of […] after closing.  
(182)  Finally, the Final Commitments clarify that all electronic records and information 
relating to current, past and prospective customers of the Divestment Business, as 
well as all electronic contracts, records and information relating to the Divestment 
Business concerning insurance companies will be transferred to the Divestment 
Business . The transfer of  physical records, contracts and information  will be 
limited to the last 2 years together with a best efforts obligation from  the Parties  
to the Purchaser to arrange access to  all physical business or customer  records 
older than two years that relate to  the Divestment Business, at the Purchaser’s 
request. MMC shall also restrict all  retained personnel in practice areas that 
compete with the Divestment Business  from having access to any legacy JLT 
archive records. All MMC personnel who  have access to legacy JLT archive 
records shall be subject to ob ligations not to  disclose such records to MMC 
personnel in practice areas that compete with the  Divestment Business.  
(183)  All these changes have been incorporated and form an integral part of the Final 
Commitments  as annexed  to this decision.  
                                                 
135 Replies to questionnaire R1 – customers, question 11; r eplies t o questionnaire R2 – competitors , 
question s 5 and 11 . 
136 Replies to questionnaire R1 – customers, question 7.  
137 Replies to questionnaire R1 – customers, question 9.  
138 Replies to questionnaire R2 – competitors , question s 6 and 9 . 
 
36 (184)  For the reasons  outlined above, the Commission concludes that the Final 
Commitments entered into by the undertakings concerned and as submitted to the 
Commission on 1 8 March 2019 are sufficient to eliminate the serious doubts as to 
the compatibility of the Transaction with the internal market in respect of aircraft 
operators and aerospace manufacturing. The full text of the Final Commitments is 
annexed to this Decision as Annex I and forms an integral part thereof.  
7. CONDITIONS AND OBLIGATIONS  
(185)  Pursuant to the  first sentence  second subparagraph of Article 6(2) of the Merger 
Regulation, the Commission may attach to its decision conditions and obligations 
intended to ensure that the undertakings concerned comply with the commitments 
they have entered into vis -à-vis the Commissio n with a view to rendering the 
concentration compatible with the internal market.  
(186)  The fulfilment of the measure that gives rise to the structural change of the market 
is a condition , whereas the implementing steps which are necessary to achieve this 
resul t are generally obligations on the Parties .  
(187)  Where a condition is not fulfilled, the Commission’s decision declaring the 
concentration compatible with the internal market is no longer applicable. Where 
the undertakings  concerned commit a breach of an oblig ation, the Commission 
may revoke the clearance decision in accordance with Article 6(3) (b) of the 
Merger Regulation. The undertakings concerned may also be subject to fines and 
periodic penalty payments under Articles 14(2) and 15(1) of the Merger 
Regulat ion.  
(188)  In accordance with the basic distinction between conditions and obligations set 
out above , this Decision  is conditional on full compliance with the requirements 
set out in Section B paragraph 2  of the Final Commitments, which constitute 
conditions. The remaining requirements set out in the other Sections of the said 
commitments are considered to constitute obligations.  
8. CONCLUSION  
(189)  For the above  reasons, the Commission has decided not to oppose the notified 
operation as modified by the commitments and to declare it compatible with the 
internal market and with the functioning of the EEA Agreement, subject to full 
compliance with the conditions in Section  B paragraph 2  of the commitments 
annexed to the present Decision and with the obligations contained i n the other 
sections of the said commitments. This Decision is adopted in application of 
Article 6(1)(b) in conjunction with Article 6(2) of the Merger Regulation  and 
Article 57 of the EEA Agreement . 
For the Commission  
(Signed)  
Margrethe VESTAGER  
Member of  the Commission  
 
1 COMMITMENTS TO THE EUROPEAN COMMISSION  
Pursuant to Article 6(2) of Council Regulation (EC) No 139/2004 (the “ Merger 
Regulation ”), Marsh & McLennan Companies, Inc.  (“MMC ”) and Jardine Lloyd 
Thompson Group plc (“ JLT”) hereby enter into the following Commitments (the 
“Commitments ”) vis -à-vis the European Commission (the “ Commission ”) with a view 
to rendering the acquisition of JLT by MMC (th e “Concentration ”) compatible with the 
internal market and the functioning of the EEA Agreement.  
This text shall be interpreted in light of the Commission’s decision pursuant to Article 
6(1)(b) of the Merger Regulation to declare the Concentration compatible with the 
internal market and the functioning of the EEA Agreement (the “ Decision ”), in the 
general framework of European Union law, in particular in light of the Merger 
Regulation, and by reference to the Commission Notice on remedies acceptable  under 
Council Regulation (EC) No 139/2004 and under Commission Regulation (EC) No 
802/2004 (the “ Remedies Notice ”). 
SECTION A . DEFINITIONS  
1. For the purpose of the Commitments, the following terms shall have the 
following meaning:  
Affiliated Undertakings : undertakings controlled by the Parties and/or by the 
ultimate parents of the Parties, whereby the notion of control shall be interpreted 
pursuant to Article 3 of the Merger Regulation and in light of the Commission 
Consolidated Jurisdictional Notice under C ouncil Regulation (EC) No 139/2004 
on the control of concentrations between undertakings (the " Consolidated 
Jurisdictional Notice "). 
Assets : the assets that contribute to the current operation or are necessary to 
ensure the viability and competitiveness of  the Divestment Business as indicated 
in Section  B, paragraph  5 and described in more in detail in the Schedule.  
Closing : the transfer of the legal title to the Di vestment Business to the Purchaser.  
Closing Period : the period of […] from the approval of the Purchaser and the 
terms of sale by the Commission.  
Confidential Information : any business secrets, know -how, commercial 
information, or any other information of a proprietary nature that is not in the 
public domain.  
Conflict of Interest : any conflict of interest that impairs the Trustee's objectivity 
and independence in discharging its duties under the Commitments.  
Divestment Business : the business or businesses a s defined in Section B and in 
the Schedule which the Parties commit to divest.  
Divestiture Trustee : one or more natural or legal person(s) who is/are approved 
by the Commission and appointed by the Parties and who has/have received from 
the Parties the exc lusive Trustee Mandate to sell the Divestment Business to a 
Purchaser at no minimum price.  
Effective Date : the date of adoption of the Decision.  
 
2 First Divestiture Period : the period of […] from the Effective Date.  
Hold Separate Manager : the person appointe d by the Parties, following 
approval by the European Commission, for the Divestment Business to manage 
the day -to-day business under the supervision of the Monitoring Trustee.  
Key Personnel : all personnel necessary to maintain the viability and 
competitiveness of the Divestment Business, as listed in the Schedule, including 
the Hold Separate Manager.  
MMC : Marsh & McLennan Companies, Inc ., incorporated under the laws of the 
United States of America, with its registered office at 1166 Avenue of the  
Americas, New York, New York 10036 USA, and registered under number 
US362668272 . 
Monitoring Trustee : one or more natural or legal person(s) who is/are approved 
by the Commission and appointed by the Parties, and who has/have the duty to 
monitor the Parties’ compliance with the conditions and obligations attached to 
the Decision.  
Parties : MMC and JLT.  
Personnel : all staff currently employed by the Divestment Business, including 
staff seconded to the Divestment Business, shared personnel as well as the  
additional personnel listed in the Schedule.  
Purchaser : the entity approved by the Commission as acquirer of the Divestment 
Business in accordance with the criteria set out in Section D.  
Purchaser Criteria : the criteria laid down in paragraph 15 of these 
Commitments that the Purchaser must fulfil in order to be approved by the 
Commission.  
Schedule : the schedule to these Commitments describing more in detail the 
Dive stment Business.  
Trustee(s) : the Monitoring Trustee and/or the Divestiture Trustee as the case may 
be. 
Trustee Divestiture Period : the period of […] from the end of the First 
Divestiture Period.  
SECTION B.  THE COMMITMENT TO DIVEST AND THE 
DIVESTMENT BUSINE SS 
Commitment to divest  
2. In order to maintain effective competition, MMC commits to divest, or procure 
the divestiture of the Divestment Business by the end of the Trustee Divestiture 
Period as a going concern to a purchaser and on terms of sale approved by  the 
Commission in accordance with the procedure described in paragraph 16 of these 
Commitments.  To carry out the divestiture, MMC commits to find a purchaser 
and to enter into (or procure that one of its Affiliated Undertakings or JLT or one 
of its Affiliated Undertakings enters into) a final binding sale and purchase 
 
3 agreement for the sale of the Divestment Business within the First Divestiture 
Period.  If MMC has not entered into (or procured that one of its Affiliated 
Undertakings or JLT or one of its Affiliated Undertakings enters into) such an 
agreement at the end of the First Divestiture Period, MMC shall grant the 
Divestiture Trustee an exclus ive mandate to sell the Divestment Business in 
accordance with the procedure described in paragraph 28 in the Trustee 
Divestiture Period.  
3. The Partie s shall be deemed to have complied with this commitment if:  
(i) by the end of the Trustee Divestiture Period, MMC or one of its Affiliated 
Undertakings, JLT or one of its Affiliated Undertakings, or the Divestiture 
Trustee has entered into a final binding sale  and purchase agreement and 
the Commission approves the proposed purchaser and the terms of sale as 
being consistent with the Commitments in accordance with the procedure 
described in paragraph 16; and  
(ii) the Closing of the sale of the Divestment Business to the Purchaser takes 
place within the Closing Period.  
4. In order to maintain the structural effect of the Commitments, the Parties shal l, 
for a period of 10 years after Closing, not acquire, whether directly or indirectly, 
the possibility of exercising influence (as defined in paragraph 43 of the 
Remedies Notice, footnote 3) over the whole or part of the Divestment Business, 
unless, follo wing the submission of a reasoned request from the Parties showing 
good cause and accompanied by a report from the Monitoring Trustee (as 
provided in paragraph 42 of these Commitments), the Commission finds that the 
structure of the market has changed to such an extent that the absence of influence 
over the Divestment Business is no longer necessary to render the proposed 
Concentration compatible with  the internal market.  
Structure and definition of the Divestment Business  
5. The Divestment Business consists of JLT’s Aerospace practice.  The Divestment 
Business, described in more detail in the Schedule, includes all assets and staff 
that contribute to the  current operation or are necessary to ensure the viability and 
competitiveness of the Divestment Business, in particular:  
(i) all tangible and intangible assets;  
(ii) all licences, permits and authorisations issued by any governmental 
organisation for the benefit of the Divestment Business;  
(iii) all contracts, leases, commitments and customer orders of the Divestment 
Business; all customer, credit and other records of the Divestment 
Business;  
(iv) the Key Personnel and Personnel; and  
(v) a best efforts obligation to secure the transfer to the Purchaser of all 
customer contracts containing a change of control provision or requiring 
consent from the customer to the transfer.  For customers which on the 
 
4 Effective Date use both MMC and JLT as brokers for risks relating to 
Aircraft O perators, Aerospace Manufacturing, or Space, MMC can 
continue to provide services under existing contracts and can prolong or 
renew such contracts, without increasing compensation rates (whether 
fees, commissions, or any other type of compensation) under t hose 
contracts, for a period of […] following the Effective Date.  
6. All liabilities relating to the Divestment Business that are incurred up until 
Closing shall be retained by the Parties.  In addition, the Divestment Business 
includes the benefit, for a tra nsitional period of up to […] after Closing, with a 
possible extension of up to an additional […]  at the purchaser’s request and 
subject to Commission approval, and […], of all current arrangements under 
which JLT or its Affiliated Undertakings supply prod ucts or services to the 
Divestment Business, as detailed in the Schedule, unless otherwise agreed with 
the Purchaser.  The supply of the […] IT system only shall be for a transitional 
period of […] after Closing, with a possible extension of up to an addit ional […] 
at the Purchaser’s request and subject to Commission approval.  Strict firewall 
procedures will be adopted so as to ensure that any competitively sensitive 
information related to, or arising from such supply arrangements (including, but 
not limit ed to, product roadmaps) will not be shared with, or passed on to, anyone 
outside the Parties’ entity(ies) providing such services.   
SECTION C.  RELATED COMMITMENTS  
Preservation of viability, marketability and competitiveness  
7. From the Effective Date until Closing, the Parties shall preserve or procure the 
preservation of the economic viability, marketability and competitiveness of the 
Divestment Business, in accordance with good business practice, and shall 
minimise as far as possible any risk of loss of co mpetitive potential of the 
Divestment Business.  In particular the Parties undertake:  
(i) not to carry out any action that might have a significant adverse impact on 
the value, management or competitiveness of the Divestment Business or 
that might alter the na ture and scope of activity, or the industrial or 
commercial strategy or the investment policy of the Divestment Business;  
(ii) to make available, or procure to make available, sufficient resources for 
the development of the Divestment Business, on the basis and  continuation 
of the existing business plans;  
(iii) to take all reasonable steps, or procure that all reasonable steps are being 
taken, including appropriate incentive schemes (based on industry 
practice), to encourage all Key Personnel to remain with the Divest ment 
Business, and not to solicit or move any Personnel to the Parties’ 
remaining business.  The Parties undertake to allocate […] for retention 
payments for Key Personnel.  Where, nevertheless, individual members of 
the Key Personnel exceptionally leave t he Divestment Business, the 
Parties shall provide a reasoned proposal to replace the person or 
persons concerned to the Commission and the Monitoring Trustee.  The 
Parties must be able to demonstrate to the Commission that the 
 
5 replacement is well suited to  carry out the functions exercised by those 
individual members of the Key Personnel.  The replacement shall take 
place under the supervision of the Monitoring Trustee, who shall report to 
the Commission.  
Hold -separate obligations  
8. The Parties commit, from the Effective Date until Closing, to keep the 
Divestment Business separate from the businesses they are retaining and to ensure 
that unless explicitly permitted under these Commitments: (i) management and 
staff of the business retained by the Parties have no involvement in the 
Divestment Business; (ii) the Key Personnel and Personnel of the Divestment 
Business have no involvement in any business retained by the Parties and do not 
report to any individual outside the Divestment Business.  
9. Until Closing, the P arties shall assist the Monitoring Trustee in ensuring that the 
Divestment Business is managed as a distinct and saleable entity separate from 
the business which the Parties are retaining.  Immediately after the adoption of the 
Decision, the Parties shall appoint a Hold Separate Manager.  The Hold Separate 
Manager, who shall be part of the Key Personnel, shall manage the Divestment 
Business independently and in the best interest of the business with a view to 
ensuring its continued economic viability, marke tability and competitiveness and 
its independence from the businesses retained by the Parties.  The Hold Separate 
Manager shall closely cooperate with and report to the Monitoring Trustee and, if 
applicable, the Divestiture Trustee.  Any replacement of the  Hold Separate 
Manager shall be subject to the procedure laid down in paragraph 7(iii)  of these 
Commitments.  The Commission may, after having heard  the Parties, require the 
Parties to replace the Hold Separate Manager.  
Ring -fencing  
10. The Parties shall implement, or procure to implement, all necessary measures to 
ensure that they do not, after the Effective Date, obtain any Confidential 
Information relating to the Divestment Business and that any such Confidential 
Information obtained by the Parties before the Effective Date will be eliminated 
and not be used by the Parties.  In particular, the participation of the Divestment 
Business in any central information technology network shall be severed to the 
extent possible, without compromising the viability of the Divestment Business.  
The Parties may obtain or keep information relating to the Divestment Business 
which is reasonably necessary for the div estiture of the Divestment Business or 
the disclosure of which to the Parties is required by law.  
Non-solicitation clause  
11. The Parties undertake, subject to customary limitations, not to solicit, and to 
procure that Affiliated Undertakings do not solicit, t he Personnel transferred with 
the Divestment Business for a period of [...] after Closing.  The Parties further 
undertake, subject to customary limitations, not to hire, employ or engage, and to 
procure that Affiliated Undertakings do not hire, employ or e ngage, the Key 
Personnel transferred with the Divestment Business for a period of [...] after 
Closing.  
 
6 Due diligence  
12. In order to enable potential purchasers to carry out a reasonable due diligence of 
the Divestment Business, the Parties shall, subject to c ustomary confidentiality 
assurances and dependent on the stage of the divestiture process:  
(i) provide to potential purchasers sufficient information as regards the 
Divestment Business;  
(ii) provide to potential purchasers sufficient information relating to the 
Personnel and allow them reasonable access to the Personnel.  
Reporting  
13. The Parties shall submit written reports in English on potential purchasers of the 
Divestment Business and developments in the negotiations with such potential 
purchasers to the Commission  and the Monitoring Trustee no later than 10 days 
after the end of every month following the Effective Date (or otherwise at the 
Commission’s request).  The Parties shall submit a list of all potential purchasers 
having expressed interest in acquiring the Divestment Business to the 
Commission at each and every stage of the divestiture process, as well as a copy 
of all the offers made by potential purchasers within five days of their receipt.  
14. The Parties shall inform the Commission and the Monitoring Trustee  on the 
preparation of the data room documentation and the due diligence procedure and 
shall submit a copy of any information memorandum to the Commission and the 
Monitoring Trustee before sending the memorandum out to potential purchasers.  
SECTION D.  THE PURCHASER  
15. In order to be approved by the Commission, the Purchaser must fulfil the 
following criteria:  
(i) The Purchaser shall be independent of and unconnected to the Parties and 
their Affiliated Undertakings (this being assessed having regard to the 
situatio n following the divestiture).  
(ii) The Purchaser shall have the financial resources, proven expertise and 
incentive to maintain and develop the Divestment Business as a viable and 
active competitive force in competition with the Parties and other 
competitors.  
(iii) The acquisition of the Divestment Business by the Purchaser must neither 
be likely to create, in light of the information available to the Commission, 
prima facie  competition concerns nor give rise to a risk that the 
implementation of the Commitments will be delayed.  In particular, the 
Purchaser must reasonably be expected to obtain all necessary approvals 
from the relevant regulatory authorities for the acquisition of the 
Divestment Business.  
(iv) The Purchaser shall have an existing commercial non -life insura nce 
broking business with a proven track record in serving large customers 
 
7 for complex risks and the geographic reach to integrate and run 
competitively the Divestment Business.  
16. The final binding sale and purchase agreement (as well as ancillary agreements ) 
relating to the divestment of the Divestment Business shall be conditional on the 
Commission’s approval.  When MMC has reached an agreement with a 
purchaser, MMC shall submit a fully documented and reasoned proposal, 
including a copy of the final agreeme nt(s), within one week to the Commission 
and the Monitoring Trustee.  MMC must be able to demonstrate to the 
Commission that the purchaser fulfils the Purchaser Criteria and that the 
Divestment Business is being sold in a manner consistent with the Commiss ion's 
Decision and the Commitments.  For the approval, the Commission shall verify 
that the purchaser fulfils the Purchaser Criteria and that the Divestment Business 
is being sold in a manner consistent with the Commitments including their 
objective to bri ng about a lasting structural change in the market.  The 
Commission may approve the sale of the Divestment Business without one or 
more Assets or parts of the Personnel, or by substituting one or more Assets or 
parts of the Personnel with one or more diffe rent assets or different personnel, if 
this does not affect the viability and competitiveness of the Divestment Business 
after the sale, taking account of the proposed purchaser.  
SECTION E.  TRUSTEE  
I. Appointment procedure  
17. MMC shall appoint a Monitoring Trustee to carry out the functions specified in 
these Commitments for a Monitoring Trustee.  MMC commits not to close the 
Concentration before the appointment of a Monitoring Trustee.  
18. If MMC has not entered into (or procured that one of its Affiliated Unde rtakings 
or LT or one of its Affiliated Undertakings has entered into) a binding sale and 
purchase agreement regarding the Divestment Business one month before the end 
of the First Divestiture Period or if the Commission has rejected a purchaser 
proposed b y MMC at that time or thereafter, MMC shall appoint a Divestiture 
Trustee.  The appointment of the Divestiture Trustee shall take effect upon the 
commencement of the Trustee Divestiture Period.  
19. The Trustee shall:  
(i) at the time of appointment, be independent of the Parties and their 
Affiliated Undertakings;  
(ii) possess the necessary qualifications to carry out its mandate, for example 
have sufficient relevant experience as an investment banker or consultant 
or auditor; and  
(iii) neither have nor become exposed to a Conf lict of Interest.  
20. The Trustee shall be remunerated by the MMC in a way that does not impede the 
independent and effective fulfilment of its mandate.  In particular, where the 
remuneration package of a Divestiture Trustee includes a success premium linked 
 
8 to the final sale value of the Divestment Business, such success premium may 
only be earned if the divestiture takes place within the Trustee Divestiture Period.  
Proposal by MMC  
21. No later than two weeks after the Effective Date, MMC shall submit the names of  
one or more natural or legal persons whom MMC proposes to appoint as the 
Monitoring Trustee to the Commission for approval.  No later than one month 
before the end of the First Divestiture Period or on request by the Commission, 
MMC shall submit a list of  one or more persons whom MMC proposes to appoint 
as Divestiture Trustee to the Commission for approval.  The proposal shall 
contain sufficient information for the Commission to verify that the person or 
persons proposed as Trustee fulfil the requirements set out in paragraph 19 and 
shall include:  
(i) the full terms of the proposed mandate, which shall include all provisions 
necessary to enable the Trustee to fulfil its duties under these 
Commitments;  
(ii) the outline of a work plan which describes how the Trustee intends to 
carry out its assigned tasks;  
(iii) an indication whether the proposed Trustee is to act as both Monitoring 
Trustee and Divestiture Truste e or whether different trustees are proposed 
for the two functions.  
Approval or rejection by the Commission  
22. The Commission shall have the discretion to approve or reject the proposed 
Trustee(s) and to approve the proposed mandate subject to any modificatio ns it 
deems necessary for the Trustee to fulfil its obligations.  If only one name is 
approved, MMC shall appoint or cause to be appointed the person or persons 
concerned as Trustee, in accordance with the mandate approved by the 
Commission.  If more than one name is approved, MMC shall be free to choose 
the Trustee to be appointed from among the names approved.  The Trustee shall 
be appointed within one week of the Commission’s approval, in accordance with 
the mandate approved by the Commission.  
New propos al by MMC  
23. If all the proposed Trustees are rejected, MMC shall submit the names of at least 
two more natural or legal persons within one week of being informed of the 
rejection, in accordance with paragraphs 17 and 22 of these Commitments.  
Trustee nominated by the Commission  
24. If all further pr oposed Trustees are rejected by the Commission, the Commission 
shall nominate a Trustee, whom MMC shall appoint, or cause to be appointed, in 
accordance with a trustee mandate approved by the Commission.  
 
9 II. Functions of the Trustee  
25. The Trustee shall assum e its specified duties and obligations in order to ensure 
compliance with the Commitments.  The Commission may, on its own initiative 
or at the request of the Trustee or MMC, give any orders or instructions to the 
Trustee in order to ensure compliance with  the conditions and obligations 
attached to the Decision.  
Duties and obligations of the Monitoring Trustee  
26. The Monitoring Trustee shall:  
(i) propose in its first report to the Commission a detailed work plan 
describing how it intends to monitor compliance with  the obligations and 
conditions attached to the Decision.  
(ii) oversee, in close co -operation with the Hold Separate Manager, the on -
going management of the Divestment Business with a view to ensuring its 
continued economic viability, marketability and competit iveness and 
monitor compliance by the Parties with the conditions and obligations 
attached to the Decision.  To that end the Monitoring Trustee shall:  
(a) monitor the preservation of the economic viability, marketability 
and competitiveness of the Divestment B usiness, and the keeping 
separate of the Divestment Business from the business retained by 
the Parties, in accordance with paragraphs 7 and 8 of these 
Commitments;  
(b) supervise the management of the Divestment Business as a distinct 
and saleable entity, in accordance with paragraph 9 of these 
Commitments;  
(c) with respect to Confidential Information:  
 determine all necessary measures to ensure that MMC does 
not after the Effective Date obtain any Confidential 
Information r elating to the Divestment Business,  
 in particular strive for the severing of the Divestment 
Business’s participation in a central information technology 
network to the extent possible, without compromising the 
viability of the Divestment Business,  
 make sure that any Confidential Information relating to the 
Divestment Business obtained by MMC before the 
Effective Date is eliminated and will not be used by MMC;  
and 
 decide whether such information may be disclosed to or 
kept by MMC as the disclosure is reasonably necessary to 
allow MMC to carry out the divestiture or as the disclosure 
is required by law;  
 
10 (d) monitor the splitting of assets and the allocation of Personnel 
between the Divestment Business and the Parties or A ffiliated 
Undertakings;  
(iii) propose to the Parties such measures as the Monitoring Trustee considers 
necessary to ensure the Parties’ compliance with the conditions and 
obligations attached to the Decision, in particular the maintenance of the 
full economic vi ability, marketability or competitiveness of the Divestment 
Business, the holding separate of the Divestment Business and the non -
disclosure of competitively sensitive information;  
(iv) review and assess potential purchasers as well as the progress of the 
dives titure process and verify that, dependent on the stage of the 
divestiture process:  
(a) potential purchasers receive sufficient and correct information 
relating to the Divestment Business and the Personnel in particular 
by reviewing, if available, the data room  documentation, the 
information memorandum and the due diligence process, and  
(b) potential purchasers are granted reasonable access to the Personnel;  
(v) act as a contact point for any requests by third parties, in particular 
potential purchasers, in relation to the Commitments;  
(vi) provide to the Commission, sending MMC a non -confidential copy at the 
same time, a written report within 15 days after the end of every month 
that shall cover the operation and management of the Divestment Business 
as well as the splitting  of assets and the allocation of Personnel so that the 
Commission can assess whether the business is held in a manner 
consistent with the Commitments and the progress of the divestiture 
process as well as potential purchasers;  
(vii) promptly report in writing to  the Commission, sending MMC a non -
confidential copy at the same time, if it concludes on reasonable grounds 
that the Parties are failing to comply with these Commitments;  
(viii) within one week after receipt of the documented proposal referred to in 
paragraph 16 of these Commitments, submit to the Commission, sending 
MMC a non -confidential copy at the same time, a reasoned opinion as to 
the suitability and independence of the proposed purchaser and the 
viability of the Divestment Business after the Sale and as to whether the 
Divestment Business is sold in a manner consistent with the conditions 
and obligations attached to the Decision, in particular, if rele vant, 
whether the Sale of the Divestment Business without one or more Assets or 
not all of the Personnel affects the viability of the Divestment Business 
after the sale, taking account of the proposed purchaser;  
(ix) assume the other functions assigned to the M onitoring Trustee under the 
conditions and obligations attached to the Decision.  
 
11 27. If the Monitoring and Divestiture Trustee are not the same legal or natural 
persons, the Monitoring Trustee and the Divestiture Trustee shall cooperate 
closely with each other  during and for the purpose of the preparation of the 
Trustee Divestiture Period in order to facilitate each other's tasks.  
Duties and obligations of the Divestiture Trustee  
28. Within the Trustee Divestiture Period, the Divestiture Trustee shall sell at no 
minimum price the Divestment Business to a purchaser, provided that the 
Commission has approved both the purchaser and the final binding sale and 
purchase agreement (and ancillary agreements) as in line with the Commission's 
Decision and the Commitments in a ccordance with paragraphs 15 and 16 of these 
Commitments. The Divestiture Trustee shall include in the sale and purchase 
agreement (as well as in any ancillary agreements) such terms and conditions as it 
considers appropriate for an expedient sale in the Trustee Divestiture Period.  In 
particul ar, the Divestiture Trustee may include in the sale and purchase agreement 
such customary representations and warranties and indemnities as are reasonably 
required to effect the sale.  The Divestiture Trustee shall protect the legitimate 
financial interest s of the Parties, subject to MMC’s unconditional obligation to 
divest at no minimum price in the Trustee Divestiture Period.  
29. In the Trustee Divestiture Period (or otherwise at the Commission’s request), the 
Divestiture Trustee shall provide the Commission with a comprehensive monthly 
report written in English on the progress of the divestiture process.  Such reports 
shall be submitted within 15 days after the end of every month with a 
simultaneous copy to the Monitoring Trustee and a non -confidential copy t o 
MMC.  
III. Duties and obligations of the Parties  
30. The Parties shall provide and shall cause their advisors to provide the Trustee 
with all such co -operation, assistance and information as the Trustee may 
reasonably require to perform its tasks.  The Trustee shall have full and complete 
access to any of the Parties’ or the Divestment Business’s books, records, 
documents, management or other personnel, facilities, sites and technical 
information necessary for fulfilling its duties under the Commitments and the 
Parties and the Divestment Business shall provide the Trustee upon request with 
copies of any document.  MMC and the Divestment Business shall make 
available to the Trustee one or more offices on their premises and shall be 
available for meetings i n order to provide the Trustee with all information 
necessary for the performance of its tasks.  
31. The Parties shall provide the Monitoring Trustee with all managerial and 
administrative support that it may reasonably request on behalf of the 
management of th e Divestment Business.  This shall include all administrative 
support functions relating to the Divestment Business which are currently carried 
out at headquarters level.  The Parties shall provide and shall cause their advisors 
to provide the Monitoring T rustee, on request, with the information submitted to 
potential purchasers, in particular give the Monitoring Trustee access to the data 
room documentation and all other information granted to potential purchasers in 
the due diligence procedure.  The Parti es shall inform the Monitoring Trustee on 
possible purchasers, submit lists of potential purchasers at each stage of the 
 
12 selection process, including the offers made by potential purchasers at those 
stages, and keep the Monitoring Trustee informed of all d evelopments in the 
divestiture process.  
32. The Parties shall grant or procure Affiliated Undertakings to grant comprehensive 
powers of attorney, duly executed, to the Divestiture Trustee to effect the sale 
(including ancillary agreements), the Closing and all  actions and declarations 
which the Divestiture Trustee considers necessary or appropriate to achieve the 
sale and the Closing, including the appointment of advisors to assist with the sale 
process.  Upon request of the Divestiture Trustee, the Parties sha ll cause the 
documents required for effecting the sale and the Closing to be duly executed.  
33. MMC shall indemnify the Trustee and its employees and agents (each an 
“Indemnified Party”) and hold each Indemnified Party harmless against, and 
hereby agrees that an Indemnified Party shall have no liability to MMC for, any 
liabilities arising out of the performance of the Trustee’s duties under the 
Commitments, except to the extent that such liabilities result from the wilful 
default, recklessness, gross negligence  or bad faith of the Trustee, its employees, 
agents or advisors.  
34. At the expense of MMC, the Trustee may appoint advisors (in particular for 
corporate finance or legal advice), subject to MMC’s approval (this approval not 
to be unreasonably withheld or dela yed) if the Trustee considers the appointment 
of such advisors necessary or appropriate for the performance of its duties and 
obligations under the Mandate, provided that any fees and other expenses 
incurred by the Trustee are reasonable.  Should MMC refus e to approve the 
advisors proposed by the Trustee the Commission may approve the appointment 
of such advisors instead, after having heard MMC.  Only the Trustee shall be 
entitled to issue instructions to the advisors.  Paragraph  33 of these Commitments 
shall apply mutatis mutandis .  In the Trustee Divestiture Period, the Divestiture 
Trustee may use advisors who served MMC during the Divestiture Perio d if the 
Divestiture Trustee considers this in the best interest of an expedient sale.  
35. The Parties agree that the Commission may share Confidential Information 
proprietary to the Parties with the Trustee.  The Trustee shall not disclose such 
information an d the principles contained in Article 17 (1) and (2) of the Merger 
Regulation apply mutatis mutandis . 
36. The Parties agree that the contact details of the Monitoring Trustee are published 
on the website of the Commission's Directorate -General for Competition and they 
shall inform interested third parties, in particular any potential purchasers, of the 
identity and the tasks of the Monitoring Trustee.  
37. For a period of 10 years from the Effective Date the Commission may request all 
information from the Parties th at is reasonably necessary to monitor the effective 
implementation of these Commitments.  
IV. Replacement, discharge and reappointment of the Trustee  
38. If the Trustee ceases to perform its functions under the Commitments or for any 
other good cause, including  the exposure of the Trustee to a Conflict of Interest:  
 
13 (i) the Commission may, after hearing the Trustee and MMC, require MMC 
to replace the Trustee; or  
(ii) MMC may, with the prior approval of the Commission, replace the 
Trustee.  
39. If the Trustee is removed according to paragraph 38 of these Commitments, the 
Trustee may be required to continue in its function until a new Trust ee is in place 
to whom the Trustee has effected a full hand over of all relevant information.  The 
new Trustee shall be appointed in accordance with the procedure referred to in 
paragraphs 17 to 24 of these Commitments.  
40. Unless removed according to paragraph 38 of these Commitments, the Trustee 
shall cease to act as Trustee only after the Commission has discharged it from its 
duties after all the Commitments with which the Trustee has been entrusted have 
been implemented.  However, the Commission may at any time  require the 
reappointment of the Monitoring Trustee if it subsequently appears that the 
relevant remedies might not have been fully and properly implemented.  
SECTION F.  THE REVIEW CLAUSE  
41. The Commission may extend the time periods foreseen in the Commitmen ts in 
response to a request from the Parties or, in appropriate cases, on its own 
initiative.  Where the Parties request an extension of a time period, they shall 
submit a reasoned request to the Commission no later than one month before the 
expiry of that  period, showing good cause.  This request shall be accompanied by 
a report from the Monitoring Trustee, who shall, at the same time send a non -
confidential copy of the report to the Parties.  Only in exceptional circumstances 
shall the Parties be entitled  to request an extension within the last month of any 
period.  
42. The Commission may further, in response to a reasoned request from the Parties 
showing good cause waive, modify or substitute, in exceptional circumstances, 
one or more of the undertakings in th ese Commitments.  This request shall be 
accompanied by a report from the Monitoring Trustee, who shall, at the same 
time send a non -confidential copy of the report to the Parties.  The request shall 
not have the effect of suspending the application of the undertaking and, in 
particular, of suspending the expiry of any time period in which the undertaking 
has to be complied with.  
SECTION G.  ENTRY INTO FORCE  
43. The Commitments shall take effect upon the date of adoption of the Decision.  
(Signed)  
………………………………………… …………………………..  
duly authorised for and on behalf of  
Marsh & McLennan Companies, Inc.  
Name:  […] 
Title:  […] 
Date:  […] 
 
14  
 
(Signed)  
……………………………………………………………………..  
duly authorised for and on behalf of  
Jardine Lloyd Thompson Group plc 
Name:  […] 
Title:  […] 
Date:  […] 
 
 
  
 
15 SCHEDULE  
1. The Divestment Business consists of JLT’s Aerospace practice, which is active in 
the brokerage of commercial non -life insurance to cover risks associated with 
operating aircraft, aerospace manufacturing, aerospace infrastructure and space.  
In particular, it includes the Key Personnel and Personnel shown in the 
organisation chart provided as Annex 3.  
2. In accordance with Section B, paragraph 5 of these Commitments, the Divestment 
Business includes, but is not limited to:  
(i) The following main tangible assets:  
(a) all current customer relationships held by the Divestment Business;  
(b) all electronic records and information relating to current, past and 
prospective customers of the Divestment Business, including but 
not limited to customer lists and files, logs of customer support 
issues and written correspondence with customers;  
(c) all physical records and information from the past two years 
relating to  current, past and prospective customers of the 
Divestment Business, including but not limited to customer lists 
and files, logs of customer support issues and written 
correspondence with customers;  
(d) all electronic contracts, records and information relatin g to the 
Divestment Business concerning insurance companies;  
(e) all physical contracts, records and information relating to the 
Divestment Business from the past two years concerning insurance 
companies;  
(f) all marketing and promotional information relating to t he 
Divestment Business;  
(g) all business plans and forecasts relating to the Divestment 
Business;  
(h) technical or other expertise relating to the Divestment Business;  
(i) all research material, data, models, information, analyses and 
market studies held by the Dives tment Business; and  
(j) credit and other business records currently held by the Divestment 
Business.  
(ii) The following main intangible assets:  
(a) The brand name for Hayward Aviation;  
 
16 (b) The […] client portal software, with the exception of the […] 
modules; and  
(c) The […] s oftware.  
(iii) All licences, permits and authorisations used by the Divestment Business.  
(iv) All contracts, agreements, leases, commitments and understandings of the 
Divestment Business.  
(v) All customer, credit and other records of the Divestment Business.  
(vi) The Key Pers onnel listed in Annex 1 (who are currently employed by JLT 
in respect of the Divestment Business).  
(vii) All personnel currently employed by JLT in respect of the Divestment 
Business, with the exception of […], including but not limited to the 
Personnel listed i n Annex 2.  
(viii) A best efforts obligation to secure the transfer to the Purchaser of all 
customer contracts containing a change of control provision or requiring 
consent from the customer to the transfer.  For customers which on the 
Effective Date use both MMC and JLT as brokers for risks relating to 
Aircraft Operators, Aerospace Manufacturing, or Space, MMC can 
continue to provide services under existing contracts and can prolong or 
renew such contracts, without increasing compensation rates (whether 
fees, comm issions, or any other type of compensation) under those 
contracts, for a period of […] following the Effective Date.  
(ix) A best efforts obligation from the Parties to the Purchaser to arrange 
access to all physical business or customer records older than two y ears 
that relate to the Divestment Business, at the Purchaser’s request.  MMC 
shall also restrict all retained personnel in practice areas that compete 
with the Divestment Business from having access to any legacy JLT 
archive records.  All MMC personnel wh o have access to legacy JLT 
archive records shall be subject to obligations not to disclose such records 
to MMC personnel in practice areas that compete with the Divestment 
Business.  
(x) The benefit, for a transitional period of up to […] after Closing, with a  
possible extension of up to an additional […] at the Purchaser’s request 
and subject to Commission approval, and […], of all current 
arrangements under which JLT or its Affiliated Undertakings supply 
products or services to the Divestment Business, unless  otherwise agreed 
with the Purchaser, such as, at the request of the purchaser, the supply of 
the […] IT system and the supply of Insurance Brokerage Accounting for 
the calculation of debtor and creditor balances post -Closing.  The supply 
of the […] IT sys tem only shall be for a transitional period of […] after 
Closing, with a possible extension of up to an additional […] at the 
Purchaser’s request and subject to Commission approval.  Strict firewall 
procedures will be adopted so as to ensure that any compe titively sensitive 
information related to, or arising from, such supply arrangements will not 
 
17 be shared with, or passed on to, anyone outside the Parties’ entity(ies) 
providing such services.  
(xi) An undertaking from the Parties to the purchaser, subject to customary 
limitations, not to solicit, and to procure that Affiliated Undertakings do 
not solicit, the Personnel transferred with the Divestment Business for a 
period of […] after Closing, and an undertaking from t he Parties to the 
purchaser, subject to cu stomary limitations, not to hire, employ or engage, 
and to procure that Affiliated Undertakings do not hire, employ or engage, 
the Key Personnel transferred with the Divestment Business for a period 
of [...] after Closing.  
(xii) Any other assets identified by th e Purchaser and the Parties in the asset 
purchase agreement as overseen by the Monitoring Trustee.  
3. In the event that materials to be transferred contain information that is both 
confidential to the Parties’ retained businesses and not relevant for the 
Dive stment Business, the information shall be redacted as appropriate.   
4. For the avoidance of doubt, the Divestment Business will not include the names 
“JLT” and “Jardine Lloyd Thompson”, or any trading name of MMC, together 
with all variations thereof and all  trademarks, service marks, domain names, trade 
names, trade dress, corporate names, logos and other identifiers of source 
containing, incorporating or association with any of the foregoing.  For a period 
of […] post -Closing, the Parties will grant a right  to the Purchaser to use the 
names “JLT” and “Jardine Lloyd Thompson” in relation to JLT's position as the 
previous owner of the Divestment Business as from the Effective Date, to the 
extent necessary solely for transitional purposes for the purposes of in forming 
customers, insurers and other stakeholders of the new branding of the Divestment 
Business and in any filings, notifications or other submissions, correspondence or 
communications made to any regulatory or governmental authority but for the 
avoidanc e of doubt excluding use in a customer facing manner to attract new 
customers.   
5. All liabilities relating to the Divestment Business that are incurred up until 
Closing shall be retained by the Parties.  
6. If there is any asset or personnel which is not covere d by paragraph 2 of this 
Schedule but which is both used (exclusively or not) in the Divestment Business 
and necessary for the continued viability and competitiveness of the Divestment 
Business, that asset or adequate substitute will be offered to potential purchasers.  
  
 
18 Annex 1 
Key Personnel  
[…] 
  
 
19  
Annex 2 
Personnel  
[…] 
  
 
20  
Annex 3 
Organisation chart  
[…]