New simplified application form for authorisation of economic concentration

Guyer & Regules

On November 29, 2021, the Commission for the Promotion and Defense of Competition (the “Commission“) issued Resolution No. 300/021, which introduces a simplified application form for authorization of economic concentration (the “Simplified Form“) for operations that have certain characteristics.

This need had been requested by different agents after the entry into force of the prior control of concentrations and was announced by the Commission and the Ministry of Economy and Finance within the framework of the National Competition Day, celebrated on November 30, 2021.

Being that the current regime of control of economic concentrations in Uruguay reaches a very wide universe of operations, even those without anti-competitive effects, and taking into account the suggestions received by operators and agents since the entry into force of said new legal regime (in April 2020), this Simplified Form allows to present a smaller amount of information with respect to that of the standard application form for authorization of  economic concentration (already approved in Resolution No. 87/020).

The Simplified Form will be applicable to process those economic concentration operations in which: (i) the amount of the concentration or the value of the assets located in Uruguay that are absorbed, acquired, transferred or controlled do not exceed the amount equivalent to 5% of the threshold of UI 600,000,000 (indexed units six hundred thousand – approximately USD 3,500,000) or (ii) when one or more companies acquire exclusive or joint control over another company,  whether neither party to the concentration engages in business activities on the same product and geographic market.

Without prejudice to this, the following caveats should be taken into account:

  1. the Commission shall take into account the characteristics of the geographically relevant market and the product in order to accept or not accept the Simplified Form. That is, if, as a result of the assessment of the economic concentration, the Commission considers that it may affect the conditions of competition in the relevant market(s), it may request submission through the standard economic concentration authorisation application form.
  2. The Commission also reserves the right to require submission via the standard merger authorisation application form in cases where the economic concentration is likely to have negative effects on competition on a product market at a stage before or after a product market in which any party to the economic concentration operates.
  • In turn, the Commission will analyse the temporal scope of concentrations in order to avoid the use of the Simplified Form when multiple successive transactions occur by the same economic operator. Unfortunately, the time horizon to be considered is not precisely defined.

The information and documentation to be provided in the Simplified Form is less than that to be provided in the standard form (e.g. internal documents are not required, and require less information on the characteristics of demand and supply, or on the conditions of entry or exit in potentially affected markets).

The introduction of the Simplified Form is welcome. It demonstrates the Commission’s ability and willingness to evolve the new merger control regime towards a more efficient system involving fewer resources, both for those administered and for the Commission itself.

Resolution No. 300/021 and the Simplified Form are published here.

 

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