Global Competition Law is primarly a practitioner's guide presenting the most salient aspects of the major competition laws country by country, giving an overview of their structure and most charasteristic elements.
Global Competition Law also provides insight into possible future developments in the field.

Global Competition Law

      It is in the context of mergers that the recent amendments to the Competition Act have had the most impact. The changes have strengthened the provisions on merger control whilst making procedure in merger cases clearer.   …

Context

      It is in the context of mergers that the recent amendments to the Competition Act have had the most impact. The changes have strengthened the provisions on merger control whilst making procedure in merger cases clearer.  

  Pursuant to Section 17 of the Act, a merger takes place when two or more previously independent undertakings merge, when an undertaking takes over another undertaking, when direct or indirect control of one or more undertakings is acquired or when a joint venture is created that performs on a lasting basis all the functions of an autonomous economic entity.

Concept of concentration

Pursuant to Section 17(a), notification of mergers is required where the combined turnover of the undertakings in question is ISK 2 billion (EUR 17 million) or more. The turnover of parent companies and subsidiaries as well as undertakings within the same group must be taken into account in this figure. Where a merger involves more than two undertakings, at least two of the undertakings party to the merger must each have an annual turnover of at least ISK 200 million (EUR 1.7 million) in order for the provisions of Section 17(a) to apply.

On 30 June 2020, the Icelandic parliament approved a bill (the “Bill”) to amend Competition Act No. 44/2005 (the “Act”). The Bill increases the turnover-based merger notification threshold by 50%; parties to a contemplated merger will have to notify the ICA if their total combined domestic turnover exceeds ISK 3 billion (EUR 25.5 million) and at least two of the companies involved in the merger each have an annual turnover in Iceland of at least ISK 300 million (EUR 2.5 million). 

In addition, the Bill enables the ICA to allow undertakings to notify a merger by way of a short form, where one of the following conditions is met : “a. the markets affected by the merger are not related; b. two or more of the parties to the merger are engaged in business activities in the  same product and geographic market (horizontal merger), provided that their  combined market share is less than 20%; c. the merging parties do not operate at the same stage of the sale (vertical merger) and their respective market shares in the relevant markets are less than 40 % ; d. the merger in question is a merger within the meaning of subsection (d) of  paragraph 1 of Article 17, which has a limited effect in Iceland; e. a party acquires sole control of an undertaking over which it already had joint control.”

In any event, the Competition Authority may authorize the parties to the concentration to notify a concentration according to the simplified procedure, even if the concentration does not meet any of these conditions.

Thresholds

     A merger is deemed valid when it does not obstruct effective competition by giving one or more undertakings a dominant position or by strengthening such a position, or will result in a significant distortion of competition in the Icelandic market. In determining whether a merger is compatible with the Act, the Competition Authority takes into account to what extent international competition affects the competitive position of the merged undertaking (Section 17(c)). Also when assessing the legality of a merger it must be taken into account whether the market is open or access to it is obstructed. According to Section 4 market means the area within which a commodity and its substitute commodities are sold.

Global Competition Law

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Les notions juridiques connexes

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Les notions juridiques connexes

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