3.1 Where the jurisdictional thresholds are met, is notification compulsory and is there a deadline for notification? The only exceptions to this are for aid that is caught by the Northern Ireland Protocol ("NI Protocol") and for awards of . not specific for merger control), was disclosed on 4 May 2017, and subject to public consultation, however it has not yet been formally adopted. The 50 topics include merger filing thresholds, links to legislation, guidelines and filing forms, notification procedures, filing fees etc. The Competition Act, through Article 36, also clearly delineates the ambit of ‘concentrations’ which are subject to merger control review by the competition authorities. All decisions issued by the Authority can also be appealed to the Competition, Supervision and Regulation Court (see question 5.9 below). Potential increased exposure to fines further to the implementation of the ECN+ Directive. 5.8 Will a clearance decision cover ancillary restrictions? Additionally, ex officio investigations may also be initiated by the PCA if it concludes that a clearance decision was adopted based on false, inaccurate, or incomplete information provided by the notifying party(ies). These laws also allow authorities to impose conditions on closing - or even block - transactions, if they raise competition concerns. The Act also allows the parties to voluntarily notify a reportable concentration before the conclusion of an agreement or announcement of a public bid if a serious or public intention to conclude a transaction can be demonstrated, respectively. We provide you with top-quality information from 102 jurisdictions - updated frequently, at least twice per year - to ease your screening processes worldwide. Under the Competition Act and the Code of Procedure in the Administrative Courts, an annulment action against a decision based on its illegality must be lodged with the Competition, Supervision and Regulation Court within three months of its notification (unless the decision is null and void, in which case there is no time limit). On the acquirerâs side, the relevant turnover (group-wide) includes the sales of products and the provision of services related to Portugal (turnover achieved in Portugal should include sales from other territories to clients in Portugal) in the previous financial year, and should be net of taxes directly related to the business (e.g. widely recognized as the Portuguese Competition Authority, was set up in 2003. 5.6 Can the parties complete the merger before the remedies have been complied with? There is no legal timeframe for commitments to be offered, but the PCA recommends that during Phase I the parties submit commitments within 20 business days of the original notification and, in Phase II, within 40 business days of the decision being taken to open an in-depth investigation. Merger control rules and the way they are applied will have to adapt quickly to ensure that global merger deals, and the rights of the parties involved in them, are not jeopardized. Furthermore, the PCA tends to follow the European Commissionâs decisional practice and its respective approach stated in its guidelines on merger control. This country-specific Q&A provides an overview of Merger Control laws and regulations applicable in Portugal. 3.2 Please describe any exceptions where, even though the jurisdictional thresholds are met, clearance is not required. The PCA actively participates in international forums, such as the International Competition Network, and the European Competition Network (âthe ECNâ). Notifiable mergers. A merger control study by the FCCA has been published on the FCCA's website. jurisdictional thresholds are set out in Article 1 of the Merger Regulation and determine which transactions have a Union dimension and are reviewed, in principle, by the European Commission. Excerto do texto – Página 98... to aspects of centralised merger control ( higher intervention thresholds ... PORTUGAL Legal framework for the motor vehicle fuel market ( Portaria ... The Authority also follows the case law of the European Courts and the practice of the European Commission on interrelated transactions, and considers two or more transactions to constitute a single concentration for the purposes of the Competition Act when there are “sufficient legal or economic links” between them, in particular when: (i) the transactions are linked by mutual conditionality; (ii) one transaction is associated with and ancillary to the other; and/or (iii) the transactions “stand or fall together”. Mergers can have tremendous effects on the merging parties as well as on the economy of a country or the global economic market. Over the past few years, the PCA has applied several fines (from â¬100,000 to â¬150,000) for this sort of infringements, although not within merger control. In recent months merger control thresholds in both Germany and Austria were supplemented with a threshold that is based on a purchase price criterion. In this context, the Authority assumes an essentially supervisory role, although it retains its broad investigatory and sanctioning powers to enforce remedies (see question 5.6 above). Internal restructurings or reorganizations are not covered by the Competition Act, provided they do not result in a change of control. Merger control regimes, therefore, scan the corporate mergers and acquisitions for any breach in the competition or anti-trust laws of the country. covering 59 areas of law in more than 150 jurisdictions, Full online access to hundreds of news articles by Filing fees double when the PCA initiates ex officio proceedings for failure to notify; or if the PCA concludes that a clearance decision was issued based on false or incorrect information provided by the parties. Proceedings must be concluded by the Competition Authority within thirty (30) working days from the effective date of the notification. Competition law in Portugal is governed mainly by the Competition Act (approved by Law 19/2012, of 8 May) and is enforced by the Autoridade da Concorrência (the Portuguese Competition Authority â PCA). A transaction implemented before a clearance decision is adopted does not produce any legal effect. Key changes include the following: Merger control: Second domestic turnover threshold for mergers requiring a notification in . The Pre-Notification Guidelines, which are inspired by the practice of the European Commission, allow for informal, confidential contacts between the parties and the Authority staff prior to notification in order to attain the following objectives: (i) to determine whether the transaction is subject to notification, especially if there are doubts as to the concept of “concentration” (it is doubtful that the Authority will give legal comfort on the jurisdictional requirements prior to filing, especially when it requires a market definition assessment); (ii) to verify if the Short Form is available, and to guide notifying parties in adequately filling in the relevant Notification Form, thereby avoiding subsequent information requests, which stop the clock; and (iii) whenever possible, to identify the relevant markets and potential competition issues raised by the transaction and analyse the viability of ancillary restraints. Phases 1 and 2. Save my name, email, and website in this browser for the next time I comment. Rulings by the CSRC can be appealed to the competent Appeals Court (Tribunal da Relação) within 30 days of the appealed ruling. Market share threshold: a notification is mandatory if the implementation of the concentration results in the acquisition, creation or reinforcement of a market share equal to or exceeding 50% in the ânational marketâ for a certain product or service, or in a substantial part of it. The Competition Act specifies that the implementation of a concentration subject to a mandatory notification is suspended until a non-opposition decision is issued by the Competition Authority. In this case, the Authority asks the notifying parties to complete or correct the notification, and the notification will only be effective on the date when the Authority receives the missing information. The Competition Act is not clear as to whether the turnover concerned is national or worldwide, leaving this decision at the discretion of the PCA according to the features of the case at stake. Excerto do texto – Página xxxviiHowever, in many merger assessments the geographic market to take into account ... Polish, Portuguese, Russian, Danish and Turkish); over $100,000 in filing ... Failing to notify a concentration (as well as implementation before clearance), subject to prior notification, results in several types of severe legal and factual consequences. 35/2020/ND-CP setting forth, among other things, the long-awaited notification thresholds of the new Vietnamese merger control regime set out in the 2018 Competition Law ( Decree 35 ). 7.2 Have there been any changes to law, process or guidance in relation to digital mergers (or are any such changes being proposed or considered)? However, the new Competition Act does not prescribe any time limit within which the parties are required to comply with this provision. Decree 35 will take effect on 15 May 2020. The applicable standard purchaser requirements are very much in line with those established by the Commission, in brief: The notifying party(ies) may, at any time in Phases I or II of the procedure, on either their own initiative, or upon informal invitation from the PCA, submit commitments with the aim of ensuring approval for the concentration. Excerto do texto – Página 291I. ANDRE FIEBIG Andre Fiebig120 proposed an international merger control ... While Greece, Portugal, Spain, Taiwan and Turkey employ a threshold based on a ... Guidance on the market share threshold. However, upon a reasoned request by the notifying parties, the authorities may extend the deadline up to twenty (20) working days. Moreover, purely foreign-to-foreign transactions can be covered by the Competition Act in the event that they have effects in Portugal, even if none of the parties is established, has facilities or is represented in Portugal. The PCA generally does not consider non-competition factors while assessing concentrations between undertakings. © 2021 Legalease Ltd. All rights reserved, Registered company in England & Wales No. This was done in furtherance of one of the reforms in the Troika Memorandum of Understanding, the purpose of which was to bring Portugal’s regime in line with that of the European Union Merger Control Regime. 35/2017, Altice/Media Capital, withdrawn in June 2018; and Ccent. In general, the appeal does not have a suspensive effect over the PCAâs decision. In any market, competition helps to ensure price stability and product diversity to the consumers and mergers tend to restrict such competition in that market. Excerto do texto – Página 267The safe haven thresholds for the Herfindahl index below which a merger is not ... Similarly, in Portugal, the banking system is subject to merger control ... Joint notifications must be submitted by a common authorized representative. A public offer may be implemented prior to the clearance of the Authority if the acquirer does not exercise any voting rights or exercises those rights further to a waiver granted by the Authority (see question 3.7 above). 1. 37/2004, decision of 25 November 2005); Petrogal/Esso (Ccent. The main features of the merger control regime in Portugal are as follows: A concentration between undertakings is deemed to exist when a lasting change of control over the whole or part of an undertaking occurs. The UK government recently made and proposed revisions to the UK merger control regime, which are intended to increase its ability to intervene in transactions and investments (including foreign direct investment ("FDI")) affecting certain aspects of the UK economy.While the UK does not currently have a specific legislative regime addressing FDI, the UK government has made clear its intention . Merger Control Guide 2020. Dhruv is also a resource person on merger control and . The revisions lower the jurisdictional thresholds applicable to . While the revised merger control thresholds may reduce filings for pure "foreign to foreign" deals, many cross-border transactions still will require approval in Brazil. The study is intended to determine if changes to merger control rules are appropriate to cast a broader net and ensure that potentially problematic deals are reviewed proactively. Foreign-to-foreign transactions that meet the thresholds are subject to EU merger control rules, as the filing thresholds are based on the geographic allocation of the parties' turnover, not their location or registered office.
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