The new Antitrust Law was enacted by the Costa Rican Congress in August 2019 by the. This law is in full force and effect as of November 18th, 2019. Additionally, the Antitrust Authority ("COPROCOM") published some guidelines related to new regulations. The law and guidelines establish:
a) Combined Threshold: US$ 23,410,000 (gross sales/value of Costa Rican assets of all parties involved in the transaction during the last fiscal period). The Authority established the combined threshold in 30,000 minimum wages.
b) Individual Threshold: US$ 1,170,000 (gross sales/value of Costa Rican assets of at least two parties of the transaction during the last fiscal period). The Authority established the individual threshold in 1,500 minimum wages.
c) At least two parties to the transaction must meet the individual threshold.
d) At least two parties to the transaction must have conducted activities in Costa Rica at any time during the last two fiscal years.
e) The filing fee will be charged by the Authority when the Regulations to the Law are published. The term to issue the Regulations is 1 year as of November 18th, 2019.
f) The new regime is suspensory; thus, transactions cannot close prior to the antitrust clearance (except when closing prior to such clearance is expressly authorized by COPROCOM).
Other changes introduced by the new Law include:
a) Higher fines for conducting prohibited actions and for not complying with the merger review process in due time and manner.
b) New procedure to investigate and sanction anticompetitive practices.
c) Fines will not be applicable to economic agents with de minimis market shares.
d) Fines will be imposed based on the severity of the anticompetitive practice.
e) The implementation of compliance programs could be considered by COPROCOM as a mitigating element when imposing fines.
f) Specific rules to request civil indemnification for damages related to anticompetitive practices.
