On May 18, 2023, the Secretary of Trade issued Resolution No. 905/2023 (the “Resolution”), through which it approved a new version of the Merger Control Procedure Regulation (the “Regulation”).
The Regulation replaces the one issued in 2001 and has taken into account more than 20 years of experience, the technological and legal changes that have taken place in the past two decades, and the comments received to a draft version from local and international organizations.
The main changes introduced by the Regulation includes:
- The implementation of the fast-track mechanism introduced by the Argentine Antitrust Law in its 2018 reform This new mechanism, so-called “Procedimiento Sumario” (equivalent to a fast-track procedure), allows the notifying parties, in the case of non-problematic transactions, the possibility to file a so-called “Form F0”, which is simpler than the existing and the new “Form F1”. The new procedure simplifies the analysis of the transactions, though it does not reduce the 45-business-days term the Antitrust Authority has to make a decision.
- It sets much harder effects to the submission of incomplete information, allowing only a limited flexibility for time extensions and the involvement of the company’s top authorities in the justification of the delays.
- The requirement to submit a larger volume of documentation related to the objectives of the transaction and the analysis of the existing domestic market, with the risk of penalties for company executives and the possibility of considering the submission as withdrawn in case of non-compliance, which would allow the Antitrust Authority to impose late filings fines as stipulated by the Antitrust Law.
- The introduction of additional reasons to suspend and/or interrupt the Antitrust Authority’s clock in case of the submission of incomplete information, including, among other reasons, the filing of spontaneous submissions by the notifying parties.
- The introduction of an additional requirement for the notifying parties to prepare a draft resolution, which will have to follow a standard format and will be approved by the Antitrust Authority in the upcoming days.
- It establishes the possibility for the notifying parties to introduce non-competition considerations in the analysis of the transaction, such as potential benefits to labor generation, salaries, import-substitution, investments, environmental protection, gender policies, among others.
According to the Resolution, the Regulation will enter into force 30 days after the day of its publication.
