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

Article 11 of Law No 104-12 as amended and completed, provides that a concentration occurs where :
1) two or more previously independent undertakings merge;
2) one or more persons already controlling at least one undertaking acquire, directly or indirectly, whether by purchase of securities or assets, by contract or by any other means, control of the whole or parts of one or more undertakings; and …

Concept of concentration

The Moroccan merger control rules are set out in Law No. 104-12 of 30 June 2014 (Dahir No. 1-14-116) on free pricing and competition (the Competition Law) and its Enforcement Decree No. 2-14-652 of 1 December 2014 (the Decree), and in Law No. 20-13 relating to the Competition Council of 30 June 2014 (Dahir No. 1-14-117) (the Competition Council Law) and its Enforcement Decree No. 2-15-109 of 4 June 2015. A modification of the Competition Law and the Competition Council Law has recently been adopted through Laws No. 40-21 and No. 41-21 of 25 November 2022 and their Enforcement Decrees No. 2-23-273 and No. 2-23-274 of 22 May 2023.

Context

Article 11 of Law No 104-12 as amended and completed, provides that a concentration occurs where :

1) two or more previously independent undertakings merge;

2) one or more persons already controlling at least one undertaking acquire, directly or indirectly, whether by purchase of securities or assets, by contract or by any other means, control of the whole or parts of one or more undertakings; and

3) one or more undertakings acquire, directly or indirectly, whether by purchase of securities or assets, by contract or by any other means, control of the whole or parts of one other or more other undertakings.

The creation of a joint venture performing for a lasting period all the functions of an autonomous economic entity constitutes an economic within the meaning of this article.

For the purposes of this Title, control derives from the rights, contracts or other means which, either separately or in combination, and having regard to the circumstances, the possibility of exercising decisive influence on the activity of an undertaking and in particular :

- rights of ownership or use of all or part of a company's assets ;

- rights or contracts that confer a decisive influence on the composition, deliberations or decisions of a company's governing bodies.

A concentration must be notified to the Council if one of the three conditions defined in article 12 of Law No 104-12 is met:

(i) the total turnover, excluding tax, of all the companies or groups of individuals or legal entities involved in the economic concentration exceed MAD 1.2 billion, and the sales, excluding tax, generated in Morocco individually by at least one of the companies or groups of individuals or legal entities involved in the economic concentration exceed MAD 50 million;

(ii) the total turnover, excluding tax, achieved in Morocco by all the companies or groups of natural or legal persons involved in the economic concentration is greater than MAD 400 million, and the turnover, excluding tax, achieved in Morocco individually by at least two of the companies or groups of natural or legal persons involved in the economic concentration is greater than MAD 50 million;

(iii) the undertakings which are parties to the agreement, or which are the subject of it, or which are economically linked to it, have together achieved, during the previous calendar year, more than 40% of sales, purchases or other transactions on a national market for goods, products or services of the same kind or substitutable, or on a substantial part thereof.

Article 11 of Law No. 104-12 provides that if two or more mergers take place within a two-year period between the same persons or companies, resulting in a change  of control, these mergers are considered as “a single one carried out on the date of the last merger.”

Thresholds

The Competition Law defines ‘control’ under article 11 as resulting from rights, contracts or any other means that confer, either separately or in combination, having regard to the considerations of fact or law involved, the possibility to exercise a decisive influence on the activity of an undertaking and, notably:

ownership rights or rights of use over all or parts of the assets of an undertaking; or

rights or contracts that confer decisive influence on the composition, voting or decisions of the organs of an undertaking.

To assess whether a proposed merger or a merger operation raises competition problems, the Competition Council carries out an economic evaluation in order to determine whether the concentration can bring sufficient “economic progress” to compensate for the damage to competition. 

Global Competition Law

1130. Concept of concentration

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise

Les notions juridiques connexes

1130. Concept of concentration

Demandez un accès gratuit au contenu exclusif Livv – juristes d’entreprise

Les notions juridiques connexes

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise