Resolution 905/23 of Commerce Secretariat ("Resolution") introduces important changes to the merger control procedure. These changes should enter into force 30 days after the publication of the Resolution in the official gazette (i.e., 15 June).
The main changes introduced by the Resolution are the following:
- Creation of a new summary procedure (shorter and requiring the submission of a smaller volume of information) for the analysis of those mergers that do not create competition concerns. The Resolution instructs the Competition Defense Commission ("Commission") to determine those concentrations that will qualify for such summary procedure.
- Creation of new notification forms: Form F0 for those transactions that qualify for the summary procedure; Form F1 (to be jointly filed with Form F0) for those transactions that do not qualify for the summary procedure; and Form F2 for more complex mergers.
- Greater information requirement in the forms, as well as the need to justify why the parties do not have the information required by the Commission.
- The parties may justify the transaction based on additional arguments such as employment generation, increases in income, import substitution, investments, environmental issues, diversity, etc.
In the current post-merger control regime, these changes would not have a substantial effect on the procedures (especially on the Commission's rather long review process).
However, if the premerger control regime is introduced sometime in the future, we believe that the Resolution may become an important obstacle to the expedite analysis and approval required by such premerger regime.
Click here to read the Spanish version.