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

Merger Control (4th 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).

China Small Flag China

There is no specific deadline for notification of the transaction, but the proposed concentration must be notified and cleared before it is implemented. The registration of the new joint venture (in the case of establishing a joint venture) and the change of registration of the target business operator (in the case of acquisition) with the administration for market regulation are generally deemed to be typical signs of the implementation of concentration. Given that it takes about 2 months to get clearance decision for a simple case under the simplified procedure, 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 notifications should be made earlier.

Cyprus Small Flag Cyprus

Although there is no express deadline within which a concentration should be filed, they must be both notified to and cleared by the CPC prior to their implementation.

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.

Ecuador Small Flag Ecuador

Concentrations that require prior authorization according to the Law and its Regulations, shall be notified to the SCPM, for prior examination, within eight (8) days from the date of the conclusion of the agreement which will result in the change or taking of control of one or more undertakings or economic operators.

EU Small Flag EU

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

France Small Flag France

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

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.

India Small Flag India

The Competition Act and the relevant regulations governing combinations in India were amended to do away with a statutory deadline for notification. The parties to a combination can notify the transaction to the CCI any time after execution of binding transaction documents. However, no notifiable transaction can be implemented/ closed prior to approval from the CCI.

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.

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 taking initial steps, prior to receiving the Commissioner's approval.

The Israeli Competition 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 Competition Authority representatives and they are often willing to share doubts or questions they may have with the parties.

South Korea Small Flag South Korea

In principle, within 30 days after the closing of the transaction (e.g., the date in which the ownership of shares was transferred in the case of a share transfer), the acquiring party must report such transaction to the KFTC.

However, if a large company (with total assets or annual turnover of 2 trillion KRW or more) is involved in the business combination, the pre-merger notification must be filed any time after the date of signing the agreement and before the closing date. Furthermore, in a pre-merger-notification transaction, the acquiring company may not complete the transaction before the KFTC grants clearance or the waiting period expires (please refer to questions 19 and 20). The pre-merger notification requirement does not apply to an interlocking directorate.

Mexico Small Flag Mexico

The transaction should be filed before it takes effect, otherwise, the fine stipulated in question 32 will apply.

Norway Small Flag Norway

No, but full stand-still obligation 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).

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.

Russia Small Flag Russia

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

Sweden Small Flag Sweden

There is no statutory deadline. However, notifications of concentrations must be made to the SCA before the concentration is implemented, i.e. before the acquiring undertaking starts to exercise control over the target undertaking.

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.

Peru Small Flag Peru

According to Law N° 26876 and the Bill, 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.

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.

United Kingdom Small Flag United Kingdom

There is no filing deadline.

Ukraine Small Flag Ukraine

No, there is no statutory deadline for notification of the transaction. The main rule is that the application has to be submitted before the transaction closing. Until the approval has been granted, concentration participants shall refrain from performing any irreversible actions which may result in competition restriction and in the impossibility of the original state restoration.

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.

Italy Small Flag Italy

If the jurisdictional thresholds are met, concentrations need to be notified to the ICA prior to completion. Specifically:

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.

Greece Small Flag Greece

The Merger Control Legislation provides that the undertakings concerned must notify the concentration to the HCC within thirty (30) days from the date of entry into a binding agreement or the announcement of a public bid or the exchange offer or the acquisition of controlling interest in an undertaking.

Further, according to relevant case law the HCC deems the pre-merger notification deadline to commence upon execution of a binding memorandum of understanding, or a preliminary agreement containing all the necessary terms for the concentration (HCC Home Holdings S.A.– Ioniki Ksenodoxiaki S.A. 633/2016, OPAP S.A. 611/2015). In particular, in the decision Promitheftiki / Masoutis SA HCC 665/2018, the thirty (30) days’ notice deadline was triggered on the date the Trust Agreement - Statement of Intent was signed by the notifying parties.

Updated: November 11, 2019