Notification and clearance timetable

Filing formalities

What are the deadlines for filing? Are there sanctions for not filing and are they applied in practice?

The deadline is five days after closing. There are sanctions for not filing. The sanction consists of a fine, which may be up to 410 minimum wages (approximately US$211,000).

Which parties are responsible for filing and are filing fees required?

All parties are responsible for filing. There are no filing fees.

What are the waiting periods and does implementation of the transaction have to be suspended prior to clearance?

The transaction is not suspended prior to clearance. The waiting period is 30 days after all the required information has been submitted. However, this period may be extended up to 60 additional days, in cases of special complexity.

Pre-clearance closing

What are the possible sanctions involved in closing or integrating the activities of the merging businesses before clearance and are they applied in practice?

One possible sanction is a fine of up to 410 minimum wages (approximately US$210,000). Also, the Commission may order the reversion of the merger.

Are sanctions applied in cases involving closing before clearance in foreign-to-foreign mergers?

Cases may be closed before clearance as long as the merger notification is submitted no longer than five days after closing.

What solutions might be acceptable to permit closing before clearance in a foreign-to-foreign merger?

The Costa Rican legislation allows closing before clearance.

Public takeovers

Are there any special merger control rules applicable to public takeover bids?

There are no applicable special rules for public takeover bids.

Documentation

What is the level of detail required in the preparation of a filing, and are there sanctions for supplying wrong or missing information?

If the filing is incomplete, Coprocom will issue a request for information. However, if the filing contains wrong or false information, there is a risk of a fine.

Investigation phases and timetable

What are the typical steps and different phases of the investigation?

The different phases are as follows:

  • filing;
  • Coprocom has 10 calendar days to determine whether the submitted information is complete or, on the other hand, issue a request for information;
  • once the information is complete, Coprocom has 30 days to resolve or extend that term in cases of special complexity; and
  • Coprocom issues final resolution, which may approve, reject or request the submission of conditions to counteract the potential anticompetitive effects of the transaction.

What is the statutory timetable for clearance? Can it be speeded up?

The statutory timetable is 30 calendar days after the information is complete. This term may be extended only once, for up to an additional 60 calendar days in cases of special complexity (although extensions can be for shorter terms). Extensions are relatively common and also additional requests of information are common. On average, the term to obtain a favourable ruling is around 45 days after the application is submitted.