Legislation and jurisdiction

Relevant legislation and regulators

What is the relevant legislation and who enforces it?

Liechtenstein has been a member of the European Economic Area (EEA) since May 1995. European Union directives are implemented into Liechtenstein’s legal system. There is no automatic implementation of EU law, however, as the EEA Joint Committee has to state first that a directive is part of the EEA ‘acquis’. It is only with a respective resolution of the EEA Joint Committee that the obligation to incorporate arises.

Council Regulation No. 139/2004 of 20 January 2004 on the control of concentrations between undertakings (the EU Merger Regulation) regulates the control of mergers. The EEA Joint Committee has passed Resolution No. 78/2004 of 8 June 2004 confirming that the EU Merger Regulation is relevant for the EEA (Legal Gazette 2004 No. 234, LR 0.110.034.53).

Liechtenstein has no national merger control or antitrust law. The competition rules of the EEA Agreement (articles 53 to 60), and the EU competition law stated in Annex XIV (Competition) to the EEA Agreement are applicable; in particular the EU Merger Regulation. The provisions of the EU Merger Regulation are directly applicable in Liechtenstein with minor non-material adaptations as set out in Annex XIV to the EEA Agreement.

According to the EU Merger Regulation, mergers that do not meet the turnover thresholds of the EU Merger Regulation fall within the competence of the EU member or the European Free Trade Association (EFTA) states’ authorities in charge of merger control.

The Law on Persons and Companies (PGR) of 20 January 1926, in its presently valid version (Legal Gazette 1926, No. 4, LR 216.0), contains provisions on mergers of companies limited by shares (article 352a et seq PGR). Article 351 et seq PGR regulate national mergers within Liechtenstein, whereas article 352a et seq PGR transpose Directive 2005/56/EC of 26 October 2005 on cross-border mergers of limited liability companies into Liechtenstein law.

In addition, the Law of 16 September 2009 on employee participation in cross-border mergers of limited liability companies (Legal Gazette 2009, No. 269, LR 216.222.3), in its presently valid version, has been enacted to transpose the Directive into Liechtenstein law. However, these Liechtenstein provisions on mergers of companies limited by shares as well as on employee participation in cross-border mergers do not contain a merger control provision in the sense of a control to prevent anticompetitive consequences. They stipulate a mere legality control of the merger.

The Liechtenstein Office of Justice controls the legality of the cross-border merger with respect to the execution and formation of a new company limited by shares under Liechtenstein law as a result of the merger. Further, it verifies the compliance with the law on the employee participation in a cross-border merger of limited liability companies. Each of the following statements to the questions will contain a brief paragraph answering the question with respect to these national provisions, although strictly requirements imposed by company law are not considered to be part of the competition merger control regime. It needs to be kept in mind that they are only applicable for companies limited by shares.

The Law of 23 May 1996 on the Execution of the Competition Rules in the EEA (Legal Gazette 1996, No. 113, LR 172.013) in its presently valid version has been enacted in Liechtenstein to govern the execution of the competition rules in the EEA.

Pursuant to article 2 of the Law on the Execution of the Competition Rules in the EEA, the Office of Economic Affairs is the Liechtenstein authority with jurisdiction for the implementation of the competition rules in Liechtenstein, unless the jurisdiction of the national courts is provided. The Law foresees the necessary competencies for the Office of Economic Affairs to allow the surveillance authorities’ investigations and to assist them.

Hence, as Liechtenstein has no national merger and antitrust laws of its own, the following answers are mainly based on the EU Merger Regulation and Commission Regulation (EC) No. 802/2004 of 7 April 2004 implementing the EU Merger Regulation. According to our information, Liechtenstein has had no mergers with an EU or EFTA dimension since the entry into force of the EU Merger Regulation. As a consequence, Liechtenstein has thus far had no practice or jurisdiction in this field.

Scope of legislation

What kinds of mergers are caught?

Article 3 of the EU Merger Regulation defines a concentration as the change of control on a lasting basis, resulting from a merger of two or more previously independent undertakings or the acquisition of direct or indirect control of the whole or part of another undertaking.

The concentration needs to have an EU dimension, which is stipulated in article 1 of the EU Merger Regulation. Certain thresholds need to be fulfilled, which will be outlined in question 5.

Mergers of a Liechtenstein company limited by shares with a limited liability company formed in accordance with the law of an EEA member state and having its registered office, central administration or principal place of business with the EU are regulated according to article 352a et seq PGR.

What types of joint ventures are caught?

A joint venture is a relevant concentration under the EU Merger Regulation and thus, in Liechtenstein, provided it performs on a lasting basis all the functions of an autonomous economic entity, is also caught. A distinction is made between a full-function joint venture and a non-full-function joint venture.

Joint ventures are not caught under the merger provisions for companies limited by shares in the PGR.

Is there a definition of ‘control’ and are minority and other interests less than control caught?

As the EU Merger Regulation is applicable, control is defined according to article 3 of the EU Merger Regulation. It means in essence the possibility of exercising decisive influence on an undertaking regardless of the means. The ownership or the right to use all or part of the assets of an undertaking, or the rights or contracts that confer decisive influence on the composition, voting or decisions of the organs of an undertaking are particular examples of the possibility to exercise decisive influence on an undertaking.

Issues of lesser importance than control in the meaning of the exercise of decisive influence on the activity of an undertaking (which is assessed having regard to the considerations of fact or law involved) are not caught. The mere board or management representation, without a majority, regularly will not mean control in the sense of the above.

Control is not defined, nor are minority and other interests less than control caught by the merger provisions for companies limited by shares in the PGR.

Thresholds, triggers and approvals

What are the jurisdictional thresholds for notification and are there circumstances in which transactions falling below these thresholds may be investigated?

A concentration needs to have an EU or EFTA dimension. If the combined aggregate worldwide turnover of all the undertakings concerned is more than €5 billion and the aggregate EU-wide turnover or EFTA-wide turnover of each of at least two of the undertakings concerned is more than €250 million, unless each of the undertakings concerned achieves more than two-thirds of its aggregate EU-wide turnover of EFTA-wide turnover within one and the same EU member state or EFTA state, the threshold is met.

Even if the thresholds for a concentration with an EU or EFTA dimension are not met, the provisions of the EU Merger Regulation are nevertheless applicable in the following cases:

  • the combined aggregate worldwide turnover of all the undertakings concerned is more than €2.5 billion;
  • in each of at least three EU member states or EFTA states, the combined aggregate turnover of all the undertakings concerned is more than €100 million;
  • in each of at least three EU member states or EFTA states, included for the purpose of the above point, the aggregate turnover of each of at least two of the undertakings concerned is more than €25 million; and
  • the aggregate EU-wide turnover or EFTA-wide turnover of each of at least two of the undertakings concerned is more than €100 million, unless each of the undertakings concerned achieves more than two-thirds of its aggregate EU-wide turnover or EFTA-wide turnover within one and the same EU member state or EFTA state.

Further information depends on the competent authority: for example, the forms differ (see question 16) or the request can be made by the EFTA Surveillance Authority (ESA, see question 26). We are not aware of circumstances in which transactions falling below these thresholds may be investigated.

So far, no concentrations falling under the EU Merger Regulation have been notified to the ESA. Neither has a case falling below the thresholds of the EU Merger Regulation been referred to the ESA.

The merger provisions of the PGR do not contain jurisdictional thresholds.

Is the filing mandatory or voluntary? If mandatory, do any exceptions exist?

The notification of concentrations with an EU or EFTA dimension to the Commission is mandatory. However, the notification may already be made if the involved undertakings demonstrate good faith to conclude an agreement or to make a public bid that would result in a concentration with an EU or EFTA dimension (article 4 EU Merger Regulation).

According to article 4, section 4 of the EU Merger Regulation, a concentration may be referred to a certain EU member state or EFTA state if the concentration may significantly affect competition in a distinct market and should, therefore, be examined by that EU member state or EFTA state. If the case is referred by the Commission, no notification is required.

The filing of the merger to the Liechtenstein Office of Justice is mandatory insofar as the merger only becomes effective upon the entry in the Commercial Register (articles 351h and 352h PGR).

Do foreign-to-foreign mergers have to be notified and is there a local effects or nexus test?

Pursuant to recital 10 of the EU Merger Regulation, a concentration with an EU or EEA dimension is deemed to exist, regardless of whether the involved undertakings have their seat or their principal fields of activity in the EU, on condition they have substantial operations there and exceed the thresholds. Hence, foreign-to-foreign mergers may also fall under the EU Merger Regulation and may need to be notified, if the above prerequisites are met. There is no local effects test. There need to be substantial operations in the EEA; besides this, there is no local nexus test.

Foreign-to-foreign mergers do not have to be notified according to article 352a et seq PGR.

Are there also rules on foreign investment, special sectors or other relevant approvals?

In the course of a domestic or cross-border merger, an undertaking for collective investments in transferable securities (UCITS) may amalgamate with one or more other UCITS, irrespective of the legal form of the UCITS and whether the absorbing or transferring UCITS has its registered office in Liechtenstein. The merger of UCITS requires the prior approval of the Liechtenstein Financial Market Authority (FMA), if the transferring UCITS has its registered office in Liechtenstein (article 39 of the Law of 28 June 2011 on Certain Undertakings for Collective Investment in Transferable Securities (Legal Gazette 2011, 295, LR 951.31), in its presently valid version). The rules on the merger of UCITS apply mutatis mutandis to other structural measures.

The domestic or cross-border merger of an alternative investment fund (AIF) with one or more other AIFs is admissible. Depending on the constellation of the participating AIF, a notification or an approval of the FMA is required for such merger. The merger of AIFs shall be subject to prior notification to the FMA, provided that all participating AIFs are domiciled in Liechtenstein and the transferring AIF is not subject to authorisation (article 79 of the Law of 19 December 2012 on alternative investment fund managers (Legal Gazette 2013, 49, LR 951.32, in its presently valid version (AIFMG)).

The merger of AIFs requires the prior approval of the FMA, if the transferring AIF has its registered office in Liechtenstein and is subject to authorisation, or a participating AIF is domiciled abroad or the absorbing AIF has its registered office in Liechtenstein and the merger constitutes a material change to the authorisation or the constitutive documents of the AIF (article 80 in connection with article 25 of the AIFMG).

The aforementioned rules on mergers of AIFs in principle apply to other structural measures respectively.

Several Liechtenstein laws state filing requirements in case of the acquisition of significant participations in an undertaking or controlling influence on an undertaking such as the Liechtenstein Banking Law, the Law on Tender Offers, the Law on Financial Conglomerates, the Law on the Disclosure of Important Participations of Quoted Companies, the Law on the Surveillance of Insurance Companies, the Asset Management Law and the Law on Investment Funds.

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 EU Merger Regulation does not determine deadlines for filing. However, the notification of the concentration needs to be made before its implementation.

Pursuant to article 14(2) of the EU Merger Regulation, the ESA and the European Commission may impose fines, when a concentration is intentionally or negligently not notified prior to its implementation, unless expressly authorised by article 7(2) or by a decision taken pursuant to article 7(3) of the EU Merger Regulation.

The merger plan must be filed with the Liechtenstein Office of Justice at least one month prior to the shareholders’ general meeting, which is intended to resolve on the consent. If the merger plan is publicly accessible without cost on the website of each company, it is sufficient to place a notice on the website of the Liechtenstein Office of Justice referring to the companies’ websites providing the merger plan and its publication date (article 351d, sections 1 and 1a PGR).

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

The parties to the merger or those acquiring joint control need to notify the concentration. In all other cases, the notification needs to be effected by the person or undertaking acquiring control (article 4(2) of the EU Merger Regulation).

The company management of the transferring and of the absorbing company has to file the merger and its consequences to the Liechtenstein Office of Justice. However, the management of the absorbing company has the right to file the merger for the transferring company (article 351g, section 1 PGR) as well.

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

A concentration may not be implemented either before its notification or until it has been declared compatible with the common market, unless a derogation has been granted (article 7 of the EU Merger Regulation).

For a cross-border merger of a Liechtenstein company limited by shares, the Liechtenstein Commercial Register, which is a department of the Office of Justice, will verify whether the conditions precedent for a merger have been fulfilled and will issue a pre-confirmation (article 352e PGR).

Within six months of the issuance of the pre-confirmation, all involved companies need to file the merger plan as well as a possible agreement with the Liechtenstein Office of Justice, which controls the legality of the cross-border merger with respect to its execution and the formation of a new company limited by shares under Liechtenstein law as a result of the merger. Furthermore, it verifies the compliance with the Law on the employee participation in a cross-border merger of limited liability companies (article 352f PGR).

The registration of a cross-border merger in the Commercial Registry is only admissible after a legality control according to article 352f PGR (article 352h, section 1 PGR).

The merger only takes effect after it has been entered in the Commercial Register of the absorbing company and it may only be entered in the Commercial Register of the absorbing company after it has been entered for the transferring companies (article 351h PGR). The transfer of the assets and liabilities and the dissolution of the transferring companies takes effect together with the entry of the merger in the Commercial Register.

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?

The ESA and the European Commission may fine a person or an undertaking for closing before clearance (article 14 of the EU Merger Regulation). The validity of any transaction (in connection with a concentration with an EC/EEA dimension) carried out before its notification or until it has been declared compatible with the common market shall be dependent on a decision of the European Commission or on a respective presumption (article 7, paragraph 4 of the EU Merger Regulation). Moreover, the Commission may take the appropriate measures to ensure that the undertakings concerned dissolve the concentration, or may take interim measures (article 8, paragraphs 4 and 5 of the EU Merger Regulation).

There are no recent cases where sanctions have been imposed.

There are no specific sanctions for closing before clearance for mergers of companies limited by shares in the PGR. Article 351l PGR states the liability of the members of the company management of the transferring company in relation to their shareholders for their negligent or wilful behaviour in the course of the preparation and accomplishment of the merger.

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

Sanctions could be applied in cases involving closing before clearance in foreign-to-foreign mergers if they have substantial operations in an EU member state or an EEA state and exceed the thresholds. However, no such case has been reported for Liechtenstein.

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

No such solutions exist in which it would be acceptable to permit closing before clearance.

This question is not applicable for national or cross-border mergers of companies limited by shares under the PGR.

Public takeovers

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

Article 7(2) of the EU Merger Regulation determines that a public bid or a series of transactions in securities, by which control is acquired from various sellers, may be implemented on the following conditions:

  • the concentration is notified to the European Commission or the ESA without delay; and
  • the acquirer does not exercise the voting rights attached to the securities in question or does so only to maintain the full value of its investments based on a derogation granted by the European Commission or the ESA.

This question is not applicable for national or cross-border mergers of companies limited by shares under the PGR.

Documentation

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

The special forms provided for in the Annexes of Commission Regulation (EC) No. 802/2004 of 7 April 2004 implementing the EU Merger Regulation must be used for a notification of a concentration pursuant to the EU Merger Regulation: Form CO (Annex I) or Short Form CO (Annex II).

Generally, the Short Form CO may be used when a notification is submitted that is unlikely to raise completion concerns. The exact conditions are stipulated in paragraph 1.1, subparagraph 3 of Annex II of EC Regulation No. 802/2004 of 7 April 2004. In all other cases Form CO must be used.

Section 1 et sq of Annex II of EC Regulation No. 802/2004 states in detail the information that must be provided in the form (eg, description of the concentration, information about the parties, details of the concentration, ownership and control). All required information must be correct and complete. If a notification in any material respect is incomplete, the Commission informs the notifying parties in writing. In such a case the notification shall become effective on the date on which the complete information is received by the Commission (article 5, paragraph 2 Regulation (EC) No. 802/2004). In order to carry out the duties assigned to it by the EU Merger Regulation, the Commission by simple request or by decision may require the concerned persons to provide all necessary information (article 11, paragraph 1 EU Merger Regulation). The Commission may by decision impose fines to relevant persons (eg, where they intentionally or negligently supply incorrect information in response to a request (article 14, paragraph 1 EU Merger Regulation)).

The Ordinance of 11 February 2003 on the Commercial Register, in its presently valid version (Legal Gazette 2003, No. 66, LR 216.012) determines in articles 69 and 70 the required level of detail for the filing.

Investigation phases and timetable

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

Before the notification, the European Commission may be consulted to informally and confidentially confirm the jurisdiction of the European Commission, identify key issues and possible competition concerns and ascertain deadlines.

In Phase I the European Commission issues a formal clearance decision upon the notification of a concentration if the merger does not raise ‘serious doubts as to its compatibility’ with the common market.

If the concentration raises ‘serious doubts’, the European Commission issues a decision to initiate proceedings (ie, to proceed with an in-depth Phase II investigation).

The Phase II decision clears or blocks the merger.

This question is not applicable for national or cross-border mergers of companies limited by shares under the PGR.

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

Pursuant to article 10 of the EU Merger Regulation, the European Commission or the ESA must decide within 25 working days and provide clearance in cases that do not raise ‘serious doubts as to its compatibility’ with the common market. The period begins on the working day following the receipt of the notification. Under certain conditions the period may be extended by 20 days. In all other cases, an in-depth investigation will follow, which takes 90 days and may even be extended to 105 days.

The concentration is deemed compatible with the common market if the Commission or the ESA have not taken a decision within the given time limits. The time frame for clearance cannot be speeded up.

As Liechtenstein has had no mergers with an EU or EFTA dimension since the entry into force of the EU Merger Regulation, there is no pertinent practice.

This question is not applicable for national or cross-border mergers of companies limited by shares under the PGR.

Substantive assessment

Substantive test

What is the substantive test for clearance?

There is no particular substantive test for clearance with respect to Liechtenstein. However, the European Commission or the ESA will apply the considerations stated in article 2 of the EU Merger Regulation.

A concentration may not significantly impede effective competition in the common market or in a substantial part of it. The structure of all the markets concerned and the actual or potential competition from undertakings located either within or outside the European Union or EFTA must be taken into consideration. In addition, the market position of the undertakings concerned and their economic and financial power, the alternatives available to suppliers and users, their access to supplies or markets, any legal or other barriers to entry, supply and demand trends for the relevant goods and services, the interests of the intermediate and ultimate consumers and the development of technical and economic progress provided that it is to consumers’ advantage and does not form an obstacle to competition, must be assessed when deciding whether a concentration is compatible or incompatible with the common market. Moreover, the Commission may decide that an otherwise problematic merger is nevertheless compatible with the common market if one of the merging parties is a failing firm. The Commission considers the following three criteria to be especially relevant for the application of a ‘failing firm’ defence. First, the allegedly failing firm would in the near future be forced out of the market because of financial difficulties if not taken over by another undertaking. Second, there is no less anticompetitive alternative purchase than the notified merger. Third, in the absence of a merger, the assets of the failing firm would inevitably exit the market (Guidelines on the assessment of horizontal mergers under the Council Regulation on the control of concentrations between undertakings VIII re Failing Firm (2004/C 31/03)).

This question is not applicable for national or cross-border mergers of companies limited by shares under the PGR.

Is there a special substantive test for joint ventures?

There is also no particular substantive test for joint ventures with respect to Liechtenstein. The European Commission or the ESA assesses whether the joint venture significantly impedes effective competition. A joint venture may not result in an appreciable restriction of competition between undertakings that remain independent (recital 27 of the EU Merger Regulation).

This question is not applicable for national or cross-border mergers of companies limited by shares under the PGR.

Theories of harm

What are the ‘theories of harm’ that the authorities will investigate?

The Liechtenstein Office of Economic Affairs does not assess and investigate itself whether a concentration is compatible or incompatible with the common market. It reports potential cases to the ESA. The ESA makes an overall assessment in accordance with article 2, paragraph 1 of the EU Merger Regulation. The ESA (or the Commission) for such an assessment applies several theories of harm (eg, for horizontal mergers it considers whether by such merger there is a reduced competitive pressure and thus an increased ability to raise prices). Furthermore, for vertical mergers the ESA may examine whether by such merger there is an input foreclosure (ie, a restriction of competitor access to procurement markets) or a customer foreclosure (ie, a restriction of competitor access to sales markets).

This question is not applicable for national or cross-border mergers of companies limited by shares under the PGR.

Non-competition issues

To what extent are non-competition issues relevant in the review process?

See questions 19 and 21.

Economic efficiencies

To what extent does the authority take into account economic efficiencies in the review process?

See questions 19 and 21.

Remedies and ancillary restraints

Regulatory powers

What powers do the authorities have to prohibit or otherwise interfere with a transaction?

At the request of the European Commission, the Liechtenstein Office of Economic Affairs may, according to article 3 of the Law on the Execution of the Competition Rules in the EEA and article 12 of the EU Merger Regulation, require information from the involved Liechtenstein undertakings of a concentration, inspect business files or may have the files inspected and verified by an expert. Apart from that, the Liechtenstein Office of Economic Affairs may ask the European Commission and the ESA to control a merger.

The European Commission may conduct all necessary inspections of undertakings and associations of undertakings. It may impose fines, require the undertakings concerned to dissolve the concentration or, if a restoration is not possible, any other measure appropriate to achieve such restoration as far as possible, take interim measures appropriate to restore or maintain conditions of effective competition (article 8 of the EU Merger Regulation).

The merger only becomes effective after it has been entered in the Commercial Register in case of national or cross-border mergers of companies limited by shares under the PGR. Hence, the Office of Justice may refuse to enter the merger in the Commercial Register if the legal requirements have not been fulfilled.

Remedies and conditions

Is it possible to remedy competition issues, for example by giving divestment undertakings or behavioural remedies?

It is possible to remedy competition issues. However, the European Commission usually applies behavioural remedies rather than structural remedies.

See question 24 for national or cross-border mergers of companies limited by shares under the PGR.

What are the basic conditions and timing issues applicable to a divestment or other remedy?

The conditions are that a concentration has already been implemented and that a concentration has been declared incompatible with the common market, or that a concentration has been implemented in breach of a condition included in a decision, or in cases where a joint venture constituting a concentration would not fulfil the criteria laid down in article 81(3) of the Treaty on the Functioning of the European Union.

The Liechtenstein Office of Justice controls the legality of the cross-border merger with respect to the execution and formation of a new company limited by shares under Liechtenstein law as a result of a merger. Furthermore, it verifies the compliance with the law on employee participation in a cross-border merger of limited liability companies. It does not assess the effects of a merger on the market. If the legal requirements of articles 351 to 352k PGR for the merger with respect to the execution and formation of a new company limited by shares are not met, the entry of the merger to the Commercial Register (and thus the validity of the merger) may be postponed or refused.

What is the track record of the authority in requiring remedies in foreign-to-foreign mergers?

The European Commission may impose remedies in foreign-to-foreign mergers if they fall within the application of the EU Merger Regulation as in mergers involving undertakings from EU member states or EEA states.

This question is not applicable for national or cross-border mergers of companies limited by shares under the PGR.

Ancillary restrictions

In what circumstances will the clearance decision cover related arrangements (ancillary restrictions)?

A decision declaring a concentration compatible is deemed to cover restrictions directly related and necessary to the implementation of the concentration (article 8(2) of the EU Merger Regulation).

This question is not applicable for national or cross-border mergers of companies limited by shares under the PGR.

Involvement of other parties or authorities

Third-party involvement and rights

Are customers and competitors involved in the review process and what rights do complainants have?

The European Commission may hear other natural or legal persons showing sufficient interest (article 18(4) of the EU Merger Regulation). Furthermore, the European Commission may interview any natural or legal person who consents to be interviewed for the purpose of collecting information relating to the subject matter of an investigation (article 11(7) of the EU Merger Regulation).

The Commission must base its decision only on objections on which the parties have been able to submit their observations. The rights of defence must be fully respected in the proceedings (article 18(3) of the EU Merger Regulation).

This question is not applicable for national or cross-border mergers of companies limited by shares under the PGR.

Publicity and confidentiality

What publicity is given to the process and how do you protect commercial information, including business secrets, from disclosure?

Only general information or surveys that do not contain information relating to particular undertakings or associations of undertakings may be published. Information acquired through the application of the EU Merger Regulation and covered by the obligation of professional secrecy may not be disclosed. All information acquired as a result of the application of the EU Merger Regulation may only be used for the purpose of the relevant request, investigation or hearing (article 17 of the EU Merger Regulation and article 4b of the Law on the Execution of the Competition Rules in the EEA).

Decisions of the European Commission are published, but shall have regard to the legitimate interest of undertakings in the protection of their business secrets (article 20(2) of the EU Merger Regulation).

The documents provided to the Commercial Register for the registration of the merger may be inspected by parties having a justified interest (article 953 PGR and article 18 of the Ordinance of 11 February 2003 on the Commercial Register).

Cross-border regulatory cooperation

Do the authorities cooperate with antitrust authorities in other jurisdictions?

The Liechtenstein Office of Economic Affairs and the Liechtenstein EEA Coordination Unit cooperate with the European Commission and the ESA. As Liechtenstein, as far as we have seen, has not had a case under the EU Merger Regulation so far, there exists no practice with respect to the cooperation between antitrust authorities.

In case of a cross-border merger of a company limited by shares under the PGR, the Office of Justice informs the involved foreign authorities (article 352h PGR).

Judicial review

Available avenues

What are the opportunities for appeal or judicial review?

Decisions of the European Commission and the ESA may be reviewed by the European Court of Justice or the EFTA Court (article 16 of the EU Merger Regulation).

Time frame

What is the usual time frame for appeal or judicial review?

No general comments can be made as there has been an insufficient number of cases to calculate an average time frame.

Enforcement practice and future developments

Enforcement record

What is the recent enforcement record and what are the current enforcement concerns of the authorities?

The European Commission pursues foreign-to-foreign mergers if they have an EU or EEA dimension and the aggregate turnover of the concerned undertakings exceeds the thresholds given by the EU Merger Regulation.

This question is not applicable for national or cross-border mergers of companies limited by shares under the PGR.

No current enforcement concerns of the authorities are known with respect to Liechtenstein.

Reform proposals

Are there current proposals to change the legislation?

No, there are no current proposals to change the Liechtenstein legislation.

Update and trends

Key developments of the past year

What were the key cases, decisions, judgments and policy and legislative developments of the past year?

No updates at this time.