2.2.1 The various stages of (i) a simplified procedure and (ii) a normal procedure?
As mentioned above, the fast-track procedure – although it operates in practice – has not been regulated yet. Therefore, there is only one standard procedure, as follows:
Notification: Filing of F-1 Form
Since the post-closing system still remains in place (until 1 year after the creation of the National Competition Authority or the enactment of the Draft Bill for the Amendment of the Antitrust Law – see Section 2.2.1 of the Merger Screening Schedule), there is no pre-notification period.
The notification must be submitted before the Argentine Antitrust Commission before or up to 7 calendar days after closing.
F-2 and F-3 Forms
In exceptional cases where serious doubts arise as to their compatibility with the Antitrust Law, an F-2 Form may be required by the Argentine Antitrust Commission. It is also a pre-established questionnaire focusing on relevant market and product-specific information, including efficiencies generated by the transaction. If the Commission still considers that the information is not sufficient, it may request a tailor-made F-3 Form. F-2 and F-3 Forms have become very rare since the Commission began to focus its analysis in the F-1 Form stage during which it issues several and substantial requests for further information.
Analysis and final decision
The Commission must resolve provided that the submitted information is "correct and complete". The transaction may also be approved tacitly.
Besides the issuance of requests for information to the involved parties, the Commission may also summon third parties such as customers, competitors and suppliers to stand before the regulator on witness hearings. In these hearings, the Commission usually inquires the summoned parties on general market-related topics, and ultimately requests their opinion as regards the proposed merger.
If the transaction has the potential to restrict competition, the Commission must communicate in writing (Statement of Objections) its objections and summon a special hearing to consider the remedies.
Should a divestment remedy be required, the Commission will set up the terms and conditions on a case-by-case basis according to what may be necessary to restore competition in that specific market. However, remedies are negotiated between the parties in the special hearing. In the past years, the Commission has changed the way in which it negotiates the remedies with the parties, leaning towards the application of the following remedies: “fix-it-first”; and “up-front buyer”.
Once the parties have executed those remedies, they will have to prove it to the Commission, so as to obtain a decision from the regulator under Section (a), which entails a full clearance.
2.2.2 Is pre-notification contact with the relevant authorities customary/obligatory/encouraged/etc.?
Not applicable since there is no pre-notification phase.
2.2.3 Are there any sanctions for not complying with the deadlines for each Phase or as set by the local authorities?
The Antitrust Law establishes the following fine for gun jumping (when the suspensive system enters into force) and/or late filing (currently applicable under the post-closing system): if the parties do not comply with the mandatory notification, they will be subject to fines of up to 0.1% of the national consolidated turnover per day of delay. In case this method of calculation of the fine is not viable, then the fine shall be up to 750,000 adjustable units.
In addition to this, Section 9 of the Antitrust Law sets out that if a transaction that meets the notification criteria has not been approved by the Commission, it will not generate effects in relation to the parties or third parties.