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

In assessing the concentration the FAS will consider whether the transaction leads or may lead to a restriction of competition including by creating or strengthening a dominant position. The contribution to economic efficiency is taken into account. …

Control criteria

The essential source of the Russian merger control regime is the Federal Law of the Russian Federation No 135-FZ of 16 July 2006 “On Protection of Competition”, as set out in Chapter 7. The Third Anti-monopoly Package (TAP), which was adopted in December 2011 and came into force in January 2012, introduced major amendments to the LPC. New amendments relative to the notification obligation were included in Federal Law No 423-FZ of 28 December 2013, which came into force on 30 January 2014. Finally, the Fourth Antimonopoly Package (FAP) of October 2015 introduced new amendments to the law and entered into force in January 2016.

Merger control requirements apply to certain transactions involving assets located in Russia, or shares of or rights relating to undertakings incorporated in Russia. They also apply to transactions concerning shares of or rights relating to foreign undertakings, if those undertakings have supplied products or services to Russia in an amount exceeding RUB 1 billion (US$ 16.5 million) in the calendar year preceding the transaction.

On 11 June 2021, FAS Russia released its Merger Guidlines. In 2022, it raised  the filing thresholds and in July 2023 (through its Fifth Antimonopoly Package),  introduced an alternative merger control threshold based on the value of the transaction.

Context

  The LPC provides a list of transactions subject to merger control. It also envisages special rules for transactions concerning financial organizations. The following transactions require notification to the FAS:

  - concerning Russian targets: acquisitions of more than 25%, 50% or 75% of voting shares of a joint stock company, or 33.3%, 50% or 66.6% participatory interest in a limited liability company; acquisitions of more than 20% of the production or intangible assets from another company; acquisitions of rights to determine the business activities of another company.

  - concerning foreign targets: acquisitions of more than 50% of voting shares; acquisitions of rights to determine the foreign target's business activities;

  - concerning either Russian or foreign undertakings: mergers of companies or consolidation of several companies; incorporation of a company by contribution of assets or shares in another company ;

  -concerning transactions involving large financial institutions, whose aggregate asset value (belonging to the same group of entities) exceeds the thresholds established : they require prior approval by the FAS even if the target institution's asset value falls below the threshold.

In addition, the FAP has introduced a duty to obtain prior approval of joint ventures between competing undertakings (Section 27(1)(8)).

The 2021, guidelines “on the specifics of state antimonopoly control over economic concentration” adresse commun questions and provides for some example relating to concepts of control or horizontal, vertical and conglomerate concentration.

Concept of concentration

Transactions require that prior permission be obtained if the following thresholds are met.

 In 2022, target-specific merger thresholds were increased and are now as follows: 

-The aggregate value of assets of all companies in the acquirer's group and the target's group exceeds RUB 7 billion (US$ 114 million), or the combined revenue of the parties exceeds RUB 10 billion (US$ 163 million) and ;

-The aggregate world value of the target's assets exceeds RUB 800 million (US$ 10.5 million)

In addition, until 2023, if the target's assets are between RUB 800 million (US$ 10.5 million) and RUB 2 billion (US$27 million), only a post-closing notification is needed. 

The 2021, “Merger guidelines on the specifics of state antimonopoly control over economic concentrations” clarifies the method of calculation of assets and turnover.

The 2023 Fifth Antimonopoly Package introduced an alternative notification threshold according to which mergers will be subject to a prior filing obligation where the value of the transaction exceeds RUB 7 billion (US$ 114 million).

Before the FAP, notification was also compulsory where any company in the acquirer's or the target's group was recorded in the Russian register of dominant businesses and businesses with a market share exceeding 35%. The FAP abolished the register and therefore, the corresponding duty to notify. Likewise, a post-completion notification was required for smaller operations meeting much lower thresholds. Federal Law No 423-FZ of 28 December 2013 abolished this post-completion obligation and the applicable thresholds in order to reduce unnecessary paperwork for undertakings and allow the FAS to focus on more important operations. A post-completion notification may however apply in residual cases involving intra-group operations.  

Thresholds

In assessing the concentration the FAS will consider whether the transaction leads or may lead to a restriction of competition including by creating or strengthening a dominant position. The contribution to economic efficiency is taken into account.

Global Competition Law

1211. Control criteria

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

Les notions juridiques connexes

1211. Control criteria

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