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Content last updated: May 2021

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  • Merger Control Regime
  • Merger Screening
  • Merger Filing

1. Supranationality

1.1 Membership of Supranational Organization

1.1.1 Is the jurisdiction a member of/party to a supranational jurisdiction?

No.

1.1.2 Is the jurisdiction itself a supranational jurisdiction?

No.

1.1.3 If the answer to Section 1.1.1 and/or 1.1.2 above is in the affirmative, what are the implications hereof?

Not applicable.

2. Nature of merger control regime

2.1 Mandatory or voluntary

2.1.1 Is filing mandatory or voluntary?

Filing is mandatory for the acquirer, if the thresholds described in section 2.3.1 under the Merger Screening Schedule are exceeded.

2.2 Suspensory effect

2.2.1 Must completion of the transaction await clearance by the relevant authorities?

No. The mandatory notice must be filed no later than 7 calendar days after the closing of the transaction.

However, the Antitrust Law currently in force sets out a suspensive system according to which companies will not be able to close a transaction without the prior authorization of the Argentine Antitrust Commission.

This system will, however, only enter into force one year after the creation of the new National Competition Authority, which has not occurred as of 1 May 2021. Therefore, a post-closing notification system remains in place.

It should be noted that there is a Draft Bill for the amendment of the Antitrust Law, which proposes that the pre-closing system for the notification of economic concentrations becomes effective 90 days after its publication in the Official Gazette without any further requirements or conditions. On 4 February 2021, the Draft Bill was approved by the Senate, which added certain amendments. This amended Bill is expected to be discussed by the House of Representatives during its ordinary sessions of 2021.

1. What type of transactions are caught by the merger control regime?

1.1 Concentrations

1.1.1 Type of transactions that are caught by the merger control rules?

Pursuant to the Antitrust Law, certain transactions are deemed to be economic concentrations when they result in the assumption of control of one or more companies by means of:

(a)     merger;

(b)     transfer of businesses;

(c)     acquisition of shares or equity interests, any interest thereto, convertible debt securities or securities that grant the acquirer control of, or a substantial influence over, the issuer; and

(d)     any other agreement or act through which assets of a company are transferred to a person or economic group, or which gives decision-making control over the ordinary or extraordinary management decisions of a company.

The following transactions are exempt from notification: 

  • the acquisition of companies in which the acquirer already holds more than 50% of the shares provided that it does not entail a change of control;
  • the acquisition of bonds, debentures, non-voting shares or debt securities;
  • First landing exemption: the acquisition of one company by one foreign company that has no assets or shares of other companies in Argentina, which requires that the acquiring group has no presence in Argentina on any market, either by direct presence (i.e. subsidiary) or by means of exports into the country if the latter were substantial, regular and predictable during the last 36 months;
  • the acquisition of wound-up and liquidated companies (which performed no activities in Argentina during the preceding calendar year); and
  • De minimis exemption: the acquisition of companies if 1) the total local assets of the target and 2) the local amount of the transaction each do not exceed 20,000,000 adjustable units, provided, however, that none of the undertakings concerned were involved in economic concentrations in the same relevant market for an aggregate of 20,000,000 adjustable units in the past 12 months or 60,000,000 adjustable units in the past 36 months.

For information on adjustable units, please see Section 2.3.1 below.

1.2 Joint ventures

1.2.1 What types of joint ventures are caught by the merger control rules?

The Antitrust Law does not explicitly regulate joint ventures. They are subject to the same regulation as other economic concentrations. This is to say, they are caught insofar as they produce a transfer of control of a business or assets from which an independent turnover can be identified.

The Argentine Antitrust Law does not make a distinction between greenfield and brownfield JVs and/or between full-function and non-full-function JVs regarding filing obligations. However, following its most recent case law, the Argentine Antitrust Commission is of the opinion that JVs that are autonomous enough to act as a separate entity from their parent companies and generate its own turnover and customer base should be reported for merger control. Thus, it could be concluded that non-full function JVs are not reviewable by the Argentine Antitrust Commission since they do not meet this requirement established by case law.

1.3 Definition of "control"

1.3.1 How are the concepts of "control" and "change of control" defined?

The Argentine Antitrust Commission has defined control as the ability to determine the strategic commercial policy of a company and has classified it in “exclusive” and “joint” control.

It has also defined the distinction between joint and exclusive control by relying on the European Commission's interpretations. The existence of joint control has been described by the Argentine Antitrust Commission as the situation in which shareholders must reach an agreement regarding strategic commercial decisions.

It has further determined that the existence of veto rights must be analyzed to define the existence of joint control. Those veto rights might include approval of the budget, business plans, relevant investments, relevant indebtedness and appointment of key officers and be more complete than those granted to minority shareholders in order to protect their investments. The Commission established that holding one or more of such veto rights is sufficient to confer control.

The Argentine Antitrust Commission considers the existence of exclusive control as the situation in which one party by itself can determine the commercial policy of a company.

The Commission has also set out, through various Advisory Opinions that transactions that imply a change in the nature of control (from joint control to exclusive control or vice versa) are also deemed to be economic concentrations.

1.4 Minority shareholdings

1.4.1 Are minority and other interests less than control caught by the merger control rules?

According to the Argentine Antitrust Commission, the acquisition of a minority interest in an enterprise will amount to an acquisition of control only if the acquirer is also granted veto rights in relation to the ‘competitive strategy’ thereof (e.g. approval of the budget or business plan, or the appointment of key executives).

On the other hand, veto rights will not amount to an acquisition of control if their only purpose is to protect the investment of the acquirer (e.g. requiring its approval in case of capital increases, distribution of dividends or amendments to the by- laws). The analysis on protection of minority shareholding is guided by European Law.

The acquisition of minority shareholdings not conferring control (according to EU rules) do not usually fall under the Argentine merger control regime. Although there has been one case (Telecom-Telefónica), we are not privy to any other precedents in this regard.

2. Establishing jurisdiction for notification of mergers

2.1 Merging parties/undertakings concerned

2.1.1 Which undertakings are considered parties to the merger ("undertakings concerned") in the various types of transactions identified under Section 1.1.1 and 1.2.1.

The Argentine Antitrust Commission relies on the EU Merger Regulation in its interpretation of the Argentine Antitrust Law.  Hence, in principle, the same rules as in the EU apply, as follows:

In a merger, the "undertakings concerned" are each of the merging entities.

In an acquisition of control, the undertakings concerned may vary depending on the characteristics of the transaction:

-        In case of acquisition of sole control, the undertakings concerned are the acquiring undertaking consisting of all entities belonging to the same group (i.e. parent, subsidiaries, sister companies etc.) and the target undertaking (i.e. not including the seller).

-        In case of acquisition of joint control of a newly created joint venture, the undertakings concerned are each of the undertakings jointly acquiring control. The same applies where one undertaking contributes a pre-existing subsidiary or a business (over which it exercises sole control) to a newly created joint venture.

-        In case of acquisition of joint control over a pre-existing undertaking or business, the undertakings concerned are each of the undertakings acquiring joint control and the target (the joint venture). 

In case of change from joint control to sole control, the undertakings concerned are the undertaking acquiring the sole control and the target. The "existing" shareholder(s) (i.e. the seller(s)) is not considered an undertaking concerned.

2.2 Date for establishing jurisdiction

2.2.1 Which date is relevant for concluding whether the transaction is notifiable?

Since Argentina still has a post-closing system in practice, the relevant date to determine whether the transaction is notifiable is the date of closing of the transaction.

Notwithstanding the above, the Antitrust Law does not specify a relevant date in which the parties should conclude whether the transaction is notifiable once the suspensory system enters into force. The law only sets out that clearance must be obtained before any of the following occurs:

  • In mergers between companies, before executing the definitive merger agreement in accordance with the provisions of section 4 of article 83 of the General Commercial Companies Law No. 19,550, and its amendments.
  • In the transfers of goodwill, prior to the registration of the document before the Public Registry of Commerce in accordance with the provisions of article 7 of Law No. 11,867. 
  • In the acquisitions of property or of any right over shares or capital shares or debt securities prior to the day on which the acquisition of such rights is consummated in accordance with the agreement or acquisition contract.

In all other cases, prior to the consummation of the legal act in accordance with the applicable legislation or, prior to the fulfillment of the suspensive condition to which said act is subject, or prior to acts that imply the acquisition control or of substantial influence on the adoption of the target company’s management decisions.

2.3 General thresholds

2.3.1 Threshold(s) for when a concentration must be notified under the general merger control regime?

The transaction must be notified to the Argentine Antitrust Commission if the transaction qualifies as an economic concentration with effects in Argentina and the below threshold is triggered: 

  • The combined turnover of the undertakings concerned exceeded 100,000,000 adjustable units in Argentina in the last financial year.

A local nexus is also required which means that both the acquirer’s and the target’s economic groups must perform activities in Argentina either through a local corporate presence or through imports into Argentina.

1 adjustable unit = ARS 55.29 (as of 22 February 2021).

The unit is adjusted on an annual basis and is published on the website of the Official Gazette: https://www.boletinoficial.gob.ar/seccion/primera

The Argentine Antitrust Commission also publish a press release with the updated value every year at: https://www.argentina.gob.ar/noticias/se-actualizo-el-valor-de-la-unidad-movil

Please note that the notification requirement is subject to significant exemptions. See Section 1.1.1 above, “What type of transactions are caught by the merger control rules?”.

2.3.2 For each threshold, can the threshold be triggered by only one undertaking having local turnover?

No. Transactions must be notified only if they generate effects in Argentina, i.e. if both parties (acquirer and target economic groups) perform activities in Argentina either through a local corporate presence or through imports into Argentina.

Therefore, if the target economic group is not active at all in Argentina, a notification will not be required due to a lack of nexus. Alternatively, if the target has a small presence the de minimis exemption may apply, as explained in Section 1.1.1 above.

2.3.3 For each threshold, can the threshold be triggered without any undertaking having local turnover?

No. Filing is not required unless at least one undertaking from the acquirer’s economic group and one undertaking from the target’s economic group have turnover in Argentina (either directly or by means of exports).

2.3.4 Are there any circumstances where transactions falling below these thresholds may be still investigated?

Transactions falling below the thresholds may not be investigated by the Argentine Antitrust Commission under the merger control rules.

2.4 Other national thresholds for ex ante merger control (e.g. sector-specific rules)

2.4.1 Relevant thresholds for sector-specific or other ex ante merger control rules?

There are no sector-specific or other ex ante merger control rules in Argentina.

2.4.2 Are any such schemes mandatory or voluntary?

Not applicable. 

2.5 Foreign-to-foreign mergers

2.5.1 Do any exemptions, special thresholds etc. apply to foreign-to-foreign mergers, i.e. where none of the undertakings concerned is domiciled in the jurisdiction?

Foreign to foreign transactions must only be notified if there is a local nexus with Argentina. That is, if both parties perform activities in Argentina either through a local corporate presence or through imports into Argentina.

To calculate the turnover, no special thresholds or rules applying to foreign-to-foreign mergers should be considered.

To measure the effects of a foreign-to-foreign transaction in Argentina, the activities / turnover generated in the local market by the involved companies must have been substantial, normal and regular in the last 36 months.

3. Calculation and allocation of turnover, asset value, transaction value etc.

3.1 Relevant turnover

3.1.1 How is turnover defined (e.g. is income from other sources than "ordinary activities to be included, and how are rebates, taxes, internal turnover etc. treated)?

Turnover is defined as the combined gross sales of products and services during the preceding financial year arising from ordinary businesses, net of discount sales, value added tax and other taxes directly related to the turnover.

3.1.2 Identification and link to any official rules, guidance etc. on how to calculate turnover?

The Antitrust Law sets out the rules for the calculation of turnover. It is available at: http://servicios.infoleg.gob.ar/infolegInternet/anexos/310000-314999/310241/norma.htm   

3.2 Relevant period for calculation of turnover

3.2.1 Which financial year(s) is relevant for the calculation of turnover?

The financial year immediately prior to the year of the transaction according to the company’s finalized and audited financial statements.

3.2.2 Should adjustments be made for e.g. divestitures, acquisitions, closings and other changes of the economic reality of the undertaking concerned made after or during the relevant financial year?

For the purpose of calculating turnover, the only applicable data - in principle - would be the annual report of the involved companies. Thus, acquisitions and divestitures included in the latest annual report will have an impact on the calculation of turnover. In the event such as acquisitions or divestments took place after the date of the latest audited accounts, and therefore are not fully reflected in the accounts used in the calculation of turnover, the parties could use a valid and objective accounting certification to adjust the calculation, which will act both as evidence of said divestment / acquisition and as a supplement for the latest annual report.

3.3 Relevant undertakings for the calculation of turnover

3.3.1 The undertakings whose turnover is taken into account?

“Involved Companies” that should be considered for turnover calculations according to the Antitrust Law:

a)       The company subject to change of control;

b)       Companies in which the company in question directly or indirectly owns:

(i)       More than half of the equity or issued equity;

(ii)     The power to exercise more than half of the voting rights;

(iii)    The power to designate more than half of the members of the supervisory or administrative council or of the bodies that legally represent the company, or

(iv)    The power to conduct the activities of the company.

c)       The companies that take control of the company in question subject to change of control under subsection a) above;

d)       Those companies in which the company that takes control of the company in question, object of subsection c) above, has the rights or powers listed in subsection b);

e)       Those companies in which a company of those contemplated in subsection d) above has the rights or powers listed in subsection b);

f)        Companies in which several companies of those referred to in subsections d) and e) jointly have the rights or powers listed in subsection b).

3.3.2 Shall the turnover of the existing seller be included in the target's group turnover?

In general, the seller's turnover shall not be included in the target's group turnover. The only exception is when the seller post-merger will retain (joint) control with the target.

3.4 Geographical allocation of turnover

3.4.1 The principles for the geographical allocation of turnover?

For merger control purposes, turnover is estimated exclusively with a national scope (i.e. revenue generated in Argentina either directly or by means of exports to the country).

3.5 Valuation and allocation of assets

3.5.1 The principles for valuation and allocation of assets?

Calculation of assets’ value is mostly relevant for the de minimis exemption. In that case, parties should refer to the total asset value as included on the financial statements (corresponding to the financial year immediately prior to the transaction) of the company which should be issued in Argentine pesos, thus avoiding any distortions in the exchange rates.

3.6 Calculation of other thresholds

3.6.1 The principles for calculation of metrics for other thresholds (e.g. transaction value, market share, share of supply etc.)?

The calculation of the transaction’s local value (in case it is not directly determined by the parties), the Argentine revenue as compared to the worldwide revenue should be estimated and said ratio applied to the total consideration of the transaction.

This estimate is relevant only for the de minimis exemption assessment. 

There are no relevant thresholds regarding market shares.

3.7 Special rules

3.7.1 Do any special rules or principles apply to the calculation, allocation etc. of turnover, assets etc. for specific undertakings (e.g. State-owned undertakings, investment funds, credit and financial institutions, insurance companies, financial holding companies, others)?

No.

3.7.2 Does any exemptions apply?

Not applicable.

3.8 Currency conversion

3.8.1 The exchange rate applied and applicable exchange rate date for conversion of the value of turnover and assets of undertakings in other jurisdictions?

Due to the volatility of the Argentine peso, the Antitrust Law establishes the thresholds in adjustable units which is updated on an annual basis.

Please refer to Section 2.3.1 above for the unit’s current value.

In case the parties’ turnover is expressed in foreign currency, the seller´s exchange rate published by the Banco de La Nación Argentina (https://www.bna.com.ar/Personas) corresponding to the last business day of the previous fiscal year, shall be applied.

For the de minimis exemption, the following exchange rates shall be applied:

-       For the calculation of local assets value, we recommend first referring to the latest local statements which have to be issued in Argentine pesos, thus avoiding any distortion regarding exchange rate. 

-       For the local consideration of the transaction estimation, if the latter is set out in foreign currency, the applicable exchange rate currently would be the one available at the time of closing. 

1. Practical information

1.1 Responsibility for filing

1.1.1 The parties responsible for filing?

The acquirer's notification is mandatory, while the seller's notification is voluntary. The Argentine Antitrust Commission can summon sellers to participate in the filing if the regulator deems it necessary.

1.2 Deadlines for filing

1.2.1 Are there any mandatory deadlines for filing, and, if so, how these are calculated?

Please see Section 2.2.1 of the Merger Screening Schedule.

1.2.2 Are there any sanctions for not filing within the deadlines?

Yes.

1.2.3 What are the sanctions for not filing a notifiable transaction?

The Antitrust Law establishes the following fine for gun jumping (when the suspensive system enters into force – see Section 2.2.1 of the Merger Screening Schedule) 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 their national consolidated turnover per day of delay. In case this method of calculation of the fine is not viable, then the fine will be up to 750,000 adjustable units. See Section 2.3.1 of the Merger Screening Schedule for the current value of the unit.

In addition to this, if a notifiable transaction is implemented without the approval of the Argentine Antitrust Commission, the transaction will not generate effects in relation to the parties or third parties.

Should the parties not comply with deadlines in the phases of the process (for example, the 30-day period to answer a request for Information), then the process would be deemed expired. This entails that the Antitrust Commission could consider that the notification was not filed altogether and thus it would not have any legal effects. In consequence, the aforementioned fees could be applicable.

1.3 Early filing

1.3.1 Is it possible to file before the signing of merger agreement?

Yes. However, it should be noted that once the parties receive clearance from the Argentine Antitrust Commission, closing has to take place within 1 year since said approval.

1.4 Filing fees

1.4.1 Are there any fees for filing, and, if so, please describe how such fees are calculated?

Yes, although not currently in force.

The Antitrust Law provides that the notifying parties must pay a fee that that can range from 5,000 adjustable units to 20,000 adjustable units.

However, this fee must be set out by the Executive Power, and it has not been established yet. As such, as of the time of writing no filing fee is required.

1.4.2 When must the filing fee must be paid?

Not applicable. As mentioned in Section 1.4.1. above, the filing fee has not been regulated yet and is not currently applicable.

1.5 Publicity

1.5.1 When and in which format will the authority publish receiving a notification?

Within 5 days from the notification of a transaction, the Argentine Antitrust Commission must publish on its website a non-confidential summary of the transaction so that any third parties can submit their objections. The registry is available at the Commission’s website: https://www.argentina.gob.ar/defensadelacompetencia/registro-nacional

1.5.2 How will the authority in general handle the case publicly, e.g. will it usually comment in the media, send out press releases etc.?

The Argentine Antitrust Commission will only publish on its website the non-confidential summary mentioned in 1.5.1 above and its final decision.

The Argentine Antitrust Commission only issues one final decision containing the information considered necessary to support their opinion such as a description of the transaction, the competitive assessment, etc. and there are no public and confidential versions as in the EU. However, it is possible for the parties to request, during the proceedings, that the Commission does not disclose certain information in its final decision for which they should provide a non-confidential version of said information.

1.5.3 Will third parties be able to review the notification?

No. The notification itself is not public and is only accessible by the notifying parties, with a duly granted power of attorney.

2. Procedure and timing

2.1 Normal and simplified procedures

2.1.1. Does the regime allow for a simplified (fast track) procedure, and, if so, what are the criteria for using the simplified procedure?

Although a fast-track procedure has not been regulated yet, the Guidelines for the Analysis of Economic Concentrations clearly set out that the following transactions do not usually raise competition concerns and are analyzed by a sort of fast-track procedure that works in practice:

  1. Conglomerate transactions;
  2. Horizontal transactions with a combined market share of 20% or less;
  3. Transactions that have a post-transaction HHI below 2,000;
  4. Mergers in which the joint market share is less than 50% and the HHI increases less than 150 points;
  5. Vertical mergers in which the combined market share is below 30%;
  6. Vertical mergers in which the HHI concentration indices are below 3,000 points, both on the supply side and on the demand side of the market; and
  7. Vertical mergers in which a combined market share below 30% on the demand side and an HHI below 3,000 points on the supply side, or vice versa.

An English version of the Guidelines is available at: https://www.argentina.gob.ar/sites/default/files/english_version_guidelines_0.pdf

2.2 Procedural stages (cf. timetable below)

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.

2.3 Timetable (cf. timetable below)

2.3.1 The statutory timetable/deadlines for review of a notification?

The Argentine Antitrust Commission must make a resolution no later than 45 business days after the notification, provided that the submitted information is "correct and complete". Tacit approval of the notified transaction is also contemplated in cases in which the Commission has not issued a decision after the 45 business days have elapsed.

If the transaction has the potential to restrict competition, the Argentine Antitrust Commission must communicate in writing (Statement of Objections) its objections and summon a special hearing to consider the remedies. In these cases, the term to resolve is extended by up to 120 additional business days.

2.3.2 Can the statutory timetable/deadlines be suspended ("stop-the-clock"), and if so under which conditions?

Despite the fact that the Antitrust Law sets out that the Argentine Antitrust Commission must make a resolve in 45 business day, in practice, the Commission considers that this deadline is interrupted by its requests for information - making a "stop-the-clock" interpretation of the timeframe.

2.3.3 If pre-notification with the relevant authorities contact is possible/customary, how long will the duration of such contact usually be?

Not applicable.

3. Format and content of notification

3.1 Notification forms

3.1.1 Must the notifying parties use any mandatory notification forms, e.g. for simplified and normal procedures, and, if relevant, add a link to the relevant forms?

The Argentine Antitrust Commission has mandatory predetermined notification forms for F-1 and F-2 filings, as set out in Resolution No. 40/2001 issued by the former Secretary of Competition and Consumers: https://www.argentina.gob.ar/normativa/nacional/resoluci%C3%B3n-40-2001-66243/texto

3.2 Supporting documentation

3.2.1 List of the supporting documentation which must as a minimum be submitted along with the notification?

Cf. checklist below.

3.3 Originals, legalization and apostillation (cf. checklist below)

3.3.1 List of all documents which must be submitted in original/legalized versions and whether any documents must be apostilled?

All documents listed in the checklist below.

3.3.2 If the merger regime has a mandatory filing deadline, must all the documents identified under Section 3.3.1 be submitted within this deadline?

It is not necessary to file the supporting documents together with the notification form for the notification to be considered submitted. However, until the notification Form is considered “correct and complete” by the Argentine Antitrust Commission, the deadline for the Commission to review the transaction will be suspended as a result of the “stop-the-clock” interpretation it applies, as mentioned in Section 2.3.2 above.

3.4 Language

3.4.1 Which languages may be used for drafting and filing a notification?

The notification can only be made in Spanish.

3.4.2 Does translations have to be certified/legalized and apostilled?

Yes, translations must be made by an official public local translator and must be legalized by the corresponding Local Bar of Translators.

Statutory timetable

Step Description Time
1

Pre-notification

There is no pre-notification phase.

Not applicable.

2

Phase I

The Antitrust Commission must resolve provided that the submitted information is "correct and complete". The transaction may also be approved tacitly.

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.

The Argentine Antitrust Commission must make a resolution no later than 45 business days after the notification, provided that the submitted information is "correct and complete". Tacit approval of the notified transaction is also contemplated in cases in which the Commission has not issued a decision after the 45 business days have elapsed.

The Argentine Antitrust Commission must make a resolution no later than 45 business days after the notification, provided that the submitted information is "correct and complete". Tacit approval of the notified transaction is also contemplated in cases in which the Commission has not issued a decision after the 45 business days have elapsed.

Please be aware that "stop-the-clock" is possible (cf. 2.3.2 above).

3

Phase II

If the transaction has the potential to restrict competition, the Argentine Antitrust Commission must communicate in writing (Statement of Objections) its objections and summon a special hearing to consider the remedies. In these cases, the term to resolve is extended by up to 120 additional business days.


Maximum of 120 additional business days.

Please be aware that "stop-the-clock" is possible (cf. 2.3.2 above).

  • Step 1 1
  • Step 2 2
  • Step 3 3
  • X
  • 45
  • 120

Checklist

List of the supporting documentation which must as a minimum be submitted along with the notification.

Supporting documentation

This content was delivered
and last updated May 2021 by
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Miguel del Pino, Partner
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Marval has the largest Competition Practice in Argentina and one of the largest in Latin America. Our experienced group of professionals is consistently involved in the biggest and most complex antitrust investigations and merger control filings in Argentina across a wide range of industries.

Our team has been responsible for approximately 30% of all merger filings in Argentina since the introduction of merger control in the country. We have unmatched experience in advising clients on cross-border competition matters involving other Latin American jurisdictions as well as liaising and coordinating the Argentine section of global transactions.

For more information about Marval, O’Farrell & Mairal and merger control in Argentina, please contact our Partner directly.

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