For mandatory filing regimes, is there a statutory deadline for notification of the transaction?

Merger Control (3rd edition)

Austria Small Flag Austria

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).

Chile Small Flag Chile

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.

Turkey Small Flag Turkey

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.

Denmark Small Flag Denmark

A notification may be made once the parties have signed a merger agreement and must be made before the merger is implemented.

Ireland Small Flag Ireland

Prior to reform of the merger control rules in 2014, notifications had to be made within one month of the conclusion of the agreement or the making of the public bid. This deadline no longer applies. Now, a transaction must only be notified in advance of implementation but may not be put into effect until the CCPC clears the transaction or the applicable statutory period for a CCPC determination expires without the CCPC making a determination.

Cyprus Small Flag Cyprus

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 and following the relevant conclusion of the agreement, publication of the takeover bid or the acquisition of the controlling interest.

Italy Small Flag Italy

The concentration needs to be notified to the ICA prior to its execution. In particular:

i. In case of a merger, the concentration shall be notified before the merger deed is executed;

ii. 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;

iii. In case of creation of a concentrative joint venture, notification shall occur before the memorandum of incorporation is filed with the Register of Companies.

Norway Small Flag Norway

No, but full stand-still applies until final clearance.

Philippines Small Flag Philippines

Parties to a merger or acquisition that satisfy the thresholds for compulsory notification must notify the PCC within thirty (30) days after the signing of a definitive agreement. The filing of the notification to the PCC should be made prior to the consummation of the agreement. A merger or acquisition is considered consummated when the parties have transferred, conveyed, assigned, encumbered any right, title, interest, property or asset that is subject of the definitive agreement. The failure to comply with this notification requirement shall render the agreement void and shall subject the parties to an administrative fine of 1% to 5% of the value of the transaction. This was applied in the case of In Re: Udenna Corporation, PCC Case No. M-2017-001. The late filing of a compulsory notification may result in the imposition of a fine of “1/2 of 1% of 1% of the value of the Subject Transaction” even if the transaction’s validity is upheld. (In re: AXA SA, Camelot Holdings Ltd., and XL Group Ltd., PCC Case No. M-2018-004, Decision No. 30-M-03/2018, 30 August 2018).

Russia Small Flag Russia

No. The formal approval (clearance decision) must be obtained before the transaction is completed, e.g. a share transfer becomes effective.

France Small Flag France

There is no statutory deadline for the notification of a transaction.

South Africa Small Flag South Africa

There are no deadlines for filing, but an intermediate or large merger may not be implemented until notified to and approved by the competition authorities.

United States Small Flag United States

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.

Switzerland Small Flag Switzerland

The Cartel Act does not provide for a deadline for notifying a proposed concentration. In any case, however, the notification must be submitted before the implementation of the concentration.

Germany Small Flag Germany

No, 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.

Greece Small Flag Greece

Unlike the EU Merger Regulation model, the Greek Competition Act sets a statutory deadline of thirty (30) calendar days starting from the “triggering event”, which can be any of the following:

  • Conclusion of the first binding agreement giving rise to a concentration;
  • Publication of the purchase or exchange offer; or
  • Undertaking of a binding obligation for the acquisition of a controlling stake.

Peru Small Flag Peru

The involved undertakings must request regulatory clearance before any corporate and/or commercial transaction is carried out. Without this clearance the referred process will have no legal effect and liabilities are triggered.

Bill No. 2604 allows the parties to submit the authorization request after the transaction is carried out but does not set a deadline for doing so. On the other hand, Bill No. 2634 does establish a term of 10 working days from the consummation of the operation, while Bill No. 2654 establishes the same term, counted from when the corresponding bodies of each company have approved the operation. The three Bills state that the operation will not take effect until its approval by INDECOPI.

Portugal Small Flag Portugal

There is no deadline for notification, as long as the standstill obligation is respected.

The PCA must be notified of the concentration (i) after the conclusion of the relevant agreement and prior to its implementation; (ii) following the date of the preliminary announcement of a public offer of acquisition or exchange, or of the announcement of the acquisition of a controlling shareholding in an undertaking with shares listed on a regulated stock market; or (iii) in the case of a concentration resulting from a public procurement procedure, after the definitive tender selection and before the public contract is signed off.

The notification becomes effective on the date it has been submitted, and considered complete, to the PCA, along with the proof of payment of the filing fee.

Japan Small Flag Japan

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.

India Small Flag India

The CCI must be notified of the proposed combination using the appropriate form after the “trigger event” but before any step is taken towards the consummation of the proposed combination.

Before 29 June 2017, it was mandatory to give this notice within 30 calendar days of the trigger event. However, the parties can now notify the CCI any time after the trigger event but cannot close a combination or any part thereof without the approval of the CCI. This exemption is currently available until 28 June 2022, unless otherwise extended.

United Kingdom Small Flag United Kingdom

There is no filing deadline.

EU Small Flag EU

There is no deadline to file, but the transaction must be notified and clearance must be obtained prior to its implementation.

Israel Small Flag Israel

Israel has no filing deadline. However, parties to a notifiable merger are prevented from completing the transaction or performing it in any way, including initial steps, prior to receiving the Commissioner's approval.

The Israeli Antitrust Authority endeavours to meet the standards of leading jurisdictions such as the European Union and the USA, and strives to meet the tight filing schedules. There is generally open communication with Israeli Antitrust Authority representatives and they are often willing to share doubts or questions they may have with the parties.

China Small Flag China

There is no specific deadline for notification of the transaction, but the proposed concentration must be notified and cleared before its implementation. Taking the establishment of a joint venture as example, the registration of the joint venture with the industrial and commercial authorities is generally deemed to a sign of the implementation of the concentration. Given that it takes about 2 months to get clearance decisions for a simple case under the simplified procedures, the notification of a simple case should better be made, at the latest, 2 months before the date of implementation. For transactions which do not qualify as simple cases, the notification should be made earlier.

Updated: October 25, 2018