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Under what circumstances is a transaction caught by the legislation? The definition of a ‘concentration’ covers:
- acquisition of control;
- acquisition of a business or a part thereof;
- merger; and
- creation of a joint venture performing all the functions of an autonomous economic unit on a lasting basis.
The definition is mostly in line with the definition of a ‘concentration’ employed in the EU Merger Regulation (139/2004) and is effectively applied in a similar fashion, although the FCCA retains some case-specific discretion. Some differences to the EU Merger Regulation also exist – for example, there is no specific exemption for ‘warehousing structures’. Internal arrangements within a group of companies that do not amount to a change of control need not be notified.
Do thresholds apply to determine when a transaction is caught by the legislation? A concentration must be notified where the aggregate worldwide turnover of the parties exceeds €350 million and the turnover of each of at least two of the parties accrued from Finland exceeds €20 million. The relevant turnovers are based on the company’s last financial statements. Special rules apply to calculating the turnover of investment companies, credit institutions and other financial institutions.
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