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

Section 21 of the Act defines a concentration as occurring when:
- control referred to in Companies Act No 1336/1997, or a corresponding actual control is acquired;
- the whole or part of the business operations of an undertaking is acquired;
- two or several undertakings merge;
- a joint venture is established, provided that it performs all the functions of an autonomous economic unit on a lastin …

Concept of concentration

Merger control provisions were first incorporated into the Competition Act in 1998. They are now provided in the 2011 Competition Act.

The merger control thresholds were amended in 2022 by Regulation No 1297/2022.

Context

Section 21 of the Act defines a concentration as occurring when:

- control referred to in Companies Act No 1336/1997, or a corresponding actual control is acquired;

- the whole or part of the business operations of an undertaking is acquired;

- a joint venture is established, provided that it performs all the functions of an autonomous economic unit on a lasting basis.

The Act specifies, however, that the concentration control provisions do not apply to internal arrangements within a group of companies.

The Competition Act has not defined the concept of control. Competition authorities usually interpret this concept in accordance with the practice of the European Commission. Situations involving the acquisitions of minority shareholdings and other interests less than majority control may establish joint or sole control. 

The Act applies to concentrations that satisfy two turnover thresholds. Pursuant to the amendments introduced in 2022 by Regulation No. 1297/2022, new turnover thresholds entered into force on 1 January 2023. As a result, the Finnish Competition and Consumer Authority will have to be notified concentrations where the parties' combined turnover in Finland exceeds EUR 100 million and the turnover of each of at least two parties in Finland exceeds EUR 10 million (Section 22).

Section 24 of the Act describes the manner in which turnover is calculated for the purposes of the merger regulation, which is completed by the Decree of the Council of State on the calculation of turnover of the parties to a concentration of 1 September 2011 (No 1011/2011). The turnover of the buyer's whole group is taken into account and, on the seller's side, the turnover relating to the target of the acquisition.

Thresholds

In evaluating a proposed concentration, the standard is whether it may significantly impede effective competition in the Finnish markets or a substantial part thereof, in particular as a result of the creation or strengthening of a dominant position.

In the electricity sector, the Market Court may ban a concentration, upon proposal from the FCCA where it leads to a combined share of transmission operations in excess of 25% nationally (Section 25(2)). Alternatively, the FCCA may negotiate conditions rather than proposing to the Market Court that a concentration in any sector or in particular in the electricity sector meeting this market share be prohibited.

Global Competition Law

255. Concept of concentration

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Les notions juridiques connexes

255. 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