Merger controls in Competition Law in company acquisitions
Under Spanish law, merger control is governed by the provisions of articles 8 and following of the Law 15/2007 (Competition Law).
The control procedure provided for in this Law shall apply to economic concentrations when at least one of the following two circumstances is met: a) As a result of the concentration, a share equal to or greater than 30 per cent of the relevant product or service market is acquired or increased at the national level or in a defined geographic market within it. b) That the total turnover in Spain of all the unit-holders exceeds in the last accounting year the amount of 240 million euros, provided that at least two of the participants individually carry out in Spain a turnover of more than 60 million euros.
The obligations laid down in this Law do not apply to concentrations with a European dimension as defined in Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings, unless the concentration has been the subject of a referral decision by the European Commission to Spain in accordance with the provisions of the aforementioned Regulation.
In European law – where the undertakings involved in the concentration have a turnover in several Member States of the European Union – merger control is governed by the provisions of Council Regulation No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (so-called “EU Merger Regulation”). The proposed operations must then be notified to the Directorate-General for Competition of the European Commission. Our office has an extend and deep knowledge of European Competition Law and has carried out various cases before all European Institutions, such as the European Commission, the European Parliament, the European Ombudsman and the Court of the European Union.
In the event of a large-scale merger involving economic players with turnover in different states around the world, the parties to the proposed concentration must notify each of the competition authorities concerned.
Thus, in view of this sometimes transnational – or multi-jurisdictional – aspect of economic merger controls, competition law provides a very concrete application of international business law.
For this reason, with regard to foreign investments in Spain our office provides analysis and advice on foreign investments projects with a view to securing approval and/or registrations with the Spanish Competition Authorities and the European Commission when necessary, as well as assistance and advice on capital movements between Spain and European and third countries.