For mandatory filing regimes, is there a statutory deadline for notification of the transaction?
Merger Control (2nd Edition)
There is no filing deadline.
The concentration needs to be notified to the ICA prior to its execution. In particular:
- In case of a merger, the concentration shall be notified before the merger deed is executed;
- In case of an acquisition of sole/joint control over an undertaking, notification shall occur before the deed becomes effective, i.e., before the concerned undertaking acquires the ability to exercise control over the business conduct of the target;
- In case of creation of a concentrative joint venture, notification shall occur before the memorandum of incorporation is filed with the Register of Companies.
The HSR Act does not have a statutory filing deadline. Parties may make their respective HSR filings at any time as long as they have an agreement in principle that is reduced to writing such as a signed term sheet or letter of intent, or if the buyer intends to make open market purchases. However, the parties may not close the notified transaction until the relevant HSR waiting period has expired or been early terminated. In practice, parties often agree to make their HSR filings within a certain number of days (e.g., five or ten business days) after signing a term sheet, letter of intent, or merger agreement.
There is no statutory filing deadline apart from the obligation to file prior to implementation. However, as soon as the notice is filed with the FCO, the merger may not be implemented before clearance.
No statutory filing deadline exists. In practice, however, a notification should be filed more than 30 calendar days prior to the expected closing date due to the 30-day waiting period. In addition, the JFTC suggests that the parties should take approximately 10 extra calendar days for a draft check by the JFTC before the formal filing. The parties should also consider a period for a pre-notification consultation if they choose to do it before the formal filing.
The Cartel Act does not set forth a filing deadline. However, the ban of implementations before clearance sets a limit as it implicitly defines the latest possible moment for notification (at least some four weeks, the typically Phase I duration, prior to the desired closing date; one seems well advised to allow for more time with a view to allow for the preparation of the notification, etc).
For mergers that exceed the applicable filing thresholds, there is no deadline to file. However, because the merger control regime is suspensory, the parties cannot complete their transaction until they have complied with their filing obligations under the Act.
There is no statutory deadline to notify a transaction, in the understanding that it must be notified before its materialization in case the jurisdictional turnover thresholds are met.
Although there is no express deadline within which concentrations should be filed, they must be both notified to and cleared by the CPC prior to their implementation.
Notification can also take place where the undertakings concerned prove to the Service their bona fide intention to conclude an agreement or, in the case of a takeover offer or of an offer for the acquisition of a controlling interest, following a public announcement of an intention or final decision to make such offer.
A notification may be made once the parties have signed a merger agreement and must be made before the merger is implemented.
There is no specific deadline for making a filing under the EUMR, but the proposed concentration must be notified and cleared prior to implementation. This is known as the “suspensory effect” of the EUMR. Thus, on the one hand there is no deadline to file, but on the other hand a transaction that is subject to notification may not be implemented until clearance is obtained.
Exemptions from the suspension obligation:
- One exemption from the suspension obligation is the exemption for public takeover bids. The EUMR does not prevent the implementation of a public bid that has been notified to the Commission, provided that the acquirer does not exercise the voting rights attached to the shares in the target company. This exception is not often used in practice due to its strict requirements and the commercial risks involved (i.e. the payment of considerable amounts for the purchase of shares without being able to exercise control over the target company).
- In exceptional circumstances, and if the acquisition is necessary for the survival of the target company, the Commission may grant a derogation from the suspension obligation and allow the implementation of the transaction prior to the Commission’s approval. However, this derogation is rarely granted in practice.
As far as the notification requirement is concerned, it cannot be satisfied by a letter. The notification form has to completed and submitted in full.
Concentrations shall be notified to the DG prior to their implementation and within 15 working days following the conclusion of the agreement, the announcement of the public bid, or the acquisition of a controlling interest.
There are no specific deadlines for submitting a filing. However, the standstill obligation requires that a transaction may not be implemented until the NCA has decided not to intervene.
There is no statutory deadline for notification of economic concentrations to the Competition Council. However, it is forbidden to implement a notifiable economic concentration before its clearance, unless a derogation was granted by the Competition Council in this respect.
KN: Filing deadline is 15 calendar days from signing of an agreement, the actual acquisition of control, or making of a public invitation or an offer or closing of the public offer, whichever takes place first.
There are no deadlines for filing, but an intermediate or large merger may not be implemented until notified and approved.
The Law No.4054 provides no specific deadline for filing but in light of the 30-calendar-day review period it is advisable to file the transaction at least 40 to 45 calendar days before closing. It is important that the transaction is not closed before the approval of the Competition Board.
The parties must submit a merger control notification before closing of the transaction. There is no such procedural step as an initial notification letter submitted prior to submitting the filing.
The current Brazilian Antitrust Act does not estipulate a statutory deadline for notification of the transaction. That is because this new act establishes mandatory previous notification of acts of concentration. The previous act, not valid nowadays, did set up a deadline of 15 business days from the merger date to file a notification (article 54, paragraph 4 of the previous antitrust law).