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 will be prohibited if it is likely to significantly restrict competition in the product market, principally by creating or strengthening a dominant position (Article 22(3)).
According to Section 22(1), the assessment of a concentration is based on the need to maintain and develop competition, taking into account the structure of the market and the existence of actual and potential  …

Control criteria

Mergers are governed by Chapter 5, Sections 19 to 29 of the Competition Act, last amended on 11 December 2014, which provide for an administrative review of concentrations exceeding certain defined thresholds. As with EU merger law, Estonian law is based on a system of mandatory ex ante notification. Several regulations and guidelines were adopted after the new Competition Act came into effect. Among others, these included the Guidelines for submission of notices of concentration, Regulation of the Minister of Economic Affairs and Communications No 69 of 17 July 2006 (RTL 2006, 59, 1062), and the Guidelines for Calculation of Turnover of Parties to Concentration, Regulation of the Minister of Economic Affairs and Communications No 68 of 17 July 2006 (RTL 2006, 59, 1061).

Context

- either two or more previously independent undertakings merge within the meaning of the Estonian Commercial Code;

- one or several undertakings (or one or several natural persons already controlling at least one undertaking) acquire control over another undertaking or a part thereof.

Operations that meet this definition set out in Section 19(1) are not considered concentrations for the purposes of the Act if they are carried out as part of an internal restructuring of a group of undertakings (Section 19(5)). Further, in accordance with Section 21(2), a concentration is not subject to control where it involves credit institutions, financial institutions, insurers or securities brokers, whose normal business activities include transactions and dealing in securities, which on their own or on others' behalf, acquire a share in an undertaking with a view to reselling it. However, for this exception to apply, the voting rights attached to the securities may only be exercised with a view to preparing the sale thereof, and any such sale must occur within one year of the date of acquisition.

Merger law applies to the creation of joint ventures performing their activity on a lasting and independent basis.

If a joint venture has as its object or effect the coordination of the behavior of undertakings which influences or is likely to influence competition, compliance of such activity with the conditions provided in subsection 4(1) and subsection 6(1) is also appraised. The appraisal is based, above all, on the following:

1) whether two or more undertakings who have created a joint venture will continue, to a material extent, their activities in the same product market as the joint venture, or in the previous or following affected market, or in another market connected to such product market, 

2) whether the coordination of behavior which is the direct result of the creation of the joint venture gives the undertakings which created the joint venture an opportunity to eliminate competition in the product market or a significant part thereof.

Finally, the Competition Act as amended in June 2013 now clearly provides that ancillary restraints, i.e. restrictions on competition which are directly related to and necessary for giving effect to the concentration will also be deemed to be cleared by the Competition Authority's decision approving the merger.

Concept of concentration

A concentration is subject to control by the Competition Authority if, during the previous financial year, the aggregate turnover in Estonia of the parties to the concentration exceeded EUR 6,000,000 and the aggregate turnover in Estonia of each of at least two parties to the concentration exceeded EUR 2,000,000 (thresholds last amended by an Act of 11 December 2014, which entered into force on 1st January 2015).

Thresholds

A concentration will be prohibited if it is likely to significantly restrict competition in the product market, principally by creating or strengthening a dominant position (Article 22(3)).

According to Section 22(1), the assessment of a concentration is based on the need to maintain and develop competition, taking into account the structure of the market and the existence of actual and potential competition, including:

- the market position of the parties to the concentration and their economic and financial power;

- the interests of the buyers, sellers and end consumers.

Global Competition Law

227. Control criteria

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Les notions juridiques connexes

227. 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