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

Concentrations must be notified to the Competition Council before their implementation, but after, as applicable, the conclusion of the agreement or the announcement of the public bid. Yet, a notification can still be introduced prior to the signing so long as it based on demonstrable intention to conclude a transaction (e.g. using a term sheet) and sufficient detail on the control shift are provi …

Merger notification

Concentrations must be notified to the Competition Council before their implementation, but after, as applicable, the conclusion of the agreement or the announcement of the public bid. Yet, a notification can still be introduced prior to the signing so long as it based on demonstrable intention to conclude a transaction (e.g. using a term sheet) and sufficient detail on the control shift are provided to the Council. 

It is to be noted that the Council encourages informal pre-notification to anticipate information requests and possible amendments in order to streamline the formal notification process. 

The obligation to notify relies on merging parties and any party who will have control over the target. In case of a joint-venture, parent companies are responsable for the notification process. 

Although notification is suspensive, since a concentration must neither be implemented before notification nor before clearance, the Competition Council may grant a waiver upon reasoned request. Furthermore, the suspension obligation does not prevent the implementation of takeover bids if both the following conditions are met: a) the transaction is notified without delay to the Competition Council; b) the acquirer does not exercise the voting rights attached to securities in question or does so only to maintain the full value of its investment under an exemption granted by the Competition Council. In granting such exemption, the Competition Council will consider the effects of suspension on one or more of the companies involved in the operation or the third party and the possible threat caused by the concentration on competition.

Romanian merger control was updated in October 2014 with the new EU simplified procedures. A simplified procedure is available for: (i) acquisition of the joint control of an undertaking whose Romanian turnover does not exceed EUR 4 million; (ii) transfer of less than EUR 4 million in assets; (iii) concentrations with no horizontal or vertical overlaps in markets between the parties; (iv) concentrations with an overlap on a horizontal market when joined market shares do not exceed 20%; (v) vertical mergers in which no undertaking has a market share exceeding 30% in an upstream or downstream market.

Filing fees are set at RON 4,775 (EUR 1,100).

From the formal notification, the Competition Council has 20 days to request any additional information in a maximum timeframe of 15 days. In the 2 days of the formal notification, the Council publishes a short notice on the parties and the projected transaction. 

The merger review operates in two phases. 

The first phase opens with the complete notification and gives the Competition Council 45 days to either clear the transaction, accept remedies or decide that serious doubts as to the merger's compatibility with a Romanian market justify further investigation (leading to Phase 2). 

Hence, the second phase gives space for in-depth review. The Competition Council has 5 months to determine whether the concentration significantly impede effective competition in Romania. The deadline is commonly extended to allow parties to provide the Council with the required information. 

Failure by the Council to issue a decision in the required deadlines is interpreted as unconditional approval of the concentration, but is extremely rare in practice. 

Global Competition Law

624. Merger notification

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Les notions juridiques connexes

624. 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