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

Notification of small mergers is not mandatory and they may be implemented without approval. However, within 6 months after a small merger is implemented, the Competition Commission may require the parties to notify the merger if, in the opinion of the Commission, the merger may substantially prevent or lessen competition or cannot be justified on public interest grounds. In such a case, the parti …

Merger notification

Notification of small mergers is not mandatory and they may be implemented without approval. However, within 6 months after a small merger is implemented, the Competition Commission may require the parties to notify the merger if, in the opinion of the Commission, the merger may substantially prevent or lessen competition or cannot be justified on public interest grounds. In such a case, the parties to the merger may take no further steps to implement that merger until the merger has been approved or conditionally approved (Section 13 of Competition Act). The parties to a small merger may voluntarily notify the Competition Commission of that merger at any time.

Notification of intermediate and large mergers is mandatory. The parties to an intermediate or large merger may not implement that merger before the Commission's or Tribunal's decision. The parties must disclose a certain amount of information using the forms provided by the Competition Commission. Under the Draft Guidelines for the Determination of Administrative Penalties for Failure to Notify a Merger and Implementation of Mergers Contrary to the Competition Act published in the Government Gazette on 17 February 2017, the minimum penalty for prior implementation of intermediate mergers may, in the future, be of an amount of between ZAR 200,000 (US$ 11.553,35) and ZAR 5 million (US$ 288.833,70). For prior implementation of large mergers, the minimum penalty will be of an amount between ZAR 700,000 (US$ 40.436,72) and ZAR 20 million (US$ 1.155.334,80).

Filing fees are set at ZAR 150,000 (US$ 8.665,01) for intermediate mergers and ZAR 500,000 (US$ 28.883,37) for large mergers.

The procedure begins with investigations by the Competition Commission. The initial review period by the Competition Commission is of 20 business days from the date of a complete notification for small and intermediate mergers and of 40 business days for large mergers. For small and intermediate mergers, the Commission can extend the period of investigation for a maximum of 40 business days. There can be one or more extensions of a maximum of 15 business days for large mergers. The Commission has to require the Tribunal's consent to extend the investigation.

The time-limit for investigations only starts to run if the file received by the Commission is complete. The Commission may deliver a notice of complete filing. Within 5 business days after receiving a merger notice for a large merger, or within 10 business days after receiving a merger notice in respect of any other merger, the Commission may also deliver to the filing firm a notice of incomplete filing. The initial period for consideration of the proposed merger will not begin until the merging parties have provided all information requested by the Commission. In the absence of a notice of incomplete filing within the required time, the filing will be deemed to be complete.

In case of intermediate or small mergers, the Competition Commission takes the decision. The Commission can approve the merger, approve it subject to conditions or prohibit the merger. If the Commission does not issue a certificate within the required deadline for investigations, the merger must be regarded as having been approved (Section 14 of Competition Act).

In 2015, the Competition Commission issued revised service standards which set out the maximum number of business days within which the Competition Commission undertakes to complete its review of notified transactions. The figures are calculated from the business day following the date on which a complete merger notification was filed. For phase 1 mergers, the service standard is set at 20 days. For phase 2 mergers, it is set at 45 days. Very complex mergers may require a phase 3 assessment. Therefore, for phase 3 intermediate mergers the service standard is set at 60 days. Finally, for phase 3 large mergers the service standard is set at 120 days. 

Proceedings before the Competition Commission

  In case of large mergers, the decision will be taken by the Competition Tribunal. After its investigation, the Competition Commission must forward to the Competition Tribunal and the Minister a written recommendation, with reasons, whether or not implementation of the merger should be approved, approved subject to any conditions or prohibited (Section 14 A of Competition Act). When a merger referral has been filed, the Tribunal must schedule a date within 10 business days after the filing date for either the beginning of the hearing or of a pre-hearing conference. After completing its hearing, the Tribunal must approve the merger, approve the merger subject to conditions, or prohibit the merger within 10 business days after the end of the hearing by issuing a certificate in the appropriate form. Within 20 business days after issuing a certificate, the Tribunal must issue written reasons for its decision and publish a notice of its decision in the Gazette.

Global Competition Law

1268. Merger notification

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

Les notions juridiques connexes

1268. Merger notification

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