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

  A concentration is defined in Section 17 as (i) a merger of two or more previously independent undertakings or part of undertakings, (ii) the acquisition by one or more persons that already control at least one undertaking, or several undertakings, of the direct or indirect control on a lasting basis of the whole or parts of one or more other undertakings, or (iii) the creation of a joint ventur …

Concept of concentration

In Norway, merger and acquisitions are subject to two parallel sets of rules:

- Act No 12 of 5 March 2004 on competition between undertakings and control of concentrations which was thoroughly amended in 2013 and 2016 as regards merger control; and

- Regulation on the notification of concentrations of 11 December 2013, ('the Regulation').

The Norwegian merger rules apply to acquisitions occurring within Norway and also to foreign transactions producing an effect on the Norwegian market. However, where an operation has an EU or EEA dimension, control by the Norwegian authorities is restricted by reference to the one-stop-shop principle. Since the 2016 rules, mergers in the media sector are no longer controlled by the Norwegian Media Authority but by the NCA.

Chapter 10 of the Norwegian Security Act established a framework for foreign direct investment (FDI).  In 2023, the FDI regulations were updated and changed.  The FDI regime will cover operations that are crucial to the interests of national security.  Furthermore, an administrative decision may subject operations of major significance to core national functions or interests in national security to the FDI regime.

Context

  A concentration is defined in Section 17 as (i) a merger of two or more previously independent undertakings or part of undertakings, (ii) the acquisition by one or more persons that already control at least one undertaking, or several undertakings, of the direct or indirect control on a lasting basis of the whole or parts of one or more other undertakings, or (iii) the creation of a joint venture performing on a lasting basis all the functions of an autonomous economic entity.

Under the 2004 Act, control thresholds were quite low. A concentration or acquisition had to be notified where the combined annual turnover in Norway of the undertakings concerned was more than NOK 50 million (EUR 4.6 million); and each of the undertakings concerned had an annual turnover in Norway of NOK 20 million (EUR 1.8 million). The 2013 amendments, which came in force on 1 January 2014, significantly raised those thresholds in order to allow the NCA to focus on the more harmful transactions. Now, pursuant to Section 18, filing is required where the undertakings concerned have a combined annual turnover in Norway exceeding NOK 1 billion (EUR 93 million) and a least two of the undertakings concerned have an annual turnover in Norway exceeding NOK 100 million (EUR 9.3 million).

As was already the case, the NCA may however require notification from parties not reaching the turnover thresholds in cases raising competition concerns (up to three month after the closing of the deal). A voluntary notification is also possible in such situations.

The duration of the disclosure obligations for particular market participants in multiple markets is extended by the Norwegian Competition Authority.
According to these obligations, the undertakings concerned are required to notify the Authority of any mergers and acquisitions in which they are involved.
The timeframe for which the disclosure requirements are applicable is two years. Similar obligations applied to all of the undertakings concerned during the preceding two-year period, which ended on 31 December 2023.

Thresholds

   The April 2016 amendments aligned Norwegian law with the EU rules by adopting the so-called SIEC test, under which the NCA must examine whether the transaction leads to a significant impediment of effective competition.

Global Competition Law

1189. Concept of concentration

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Les notions juridiques connexes

1189. 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