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- Merger Control Regime
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2. Nature of merger control regime
2.1 Mandatory or voluntary
2.1.1 Is filing mandatory or voluntary?
2.2 Suspensory effect
2.2.1 Must completion of the transaction await clearance by the relevant authorities?
Transactions may be closed before clearance. Merger notification must be submitted no later than five days after closing.
1. What type of transactions are caught by the merger control regime?
1.1.1 Type of transactions that are caught by the merger control rules?
A transaction is caught by the merger control rules if it brings a change of control resulting from:
- acquisition or divestment of a business;
- any other action that merges companies, associations, shares, capital stock, trusts, management powers or other assets in general that is taken by competitors, providers, clients or other undertakings that have been independent from each other and that results from one or the other of them acquiring the financial control over the other(s);
- formation of a new economic agent under the joint control of two or more competitors;
- any transaction whereby any individual or company, whether public or private, acquires control of two or more undertakings that are independent from each other and that were current or potential competitors up to that point in time.
1.3 Definition of "control"
1.3.1 How are the concepts of "control" and "change of control" defined?
Control is defined as the capability, de facto or de jure, of exercising a decisive influence over an economic agent or its assets, i.e. the power to adopt or block a decision related to the entity’s strategic commercial behavior.
2. Establishing jurisdiction for notification of mergers
2.3 General thresholds
Merger filing is needed if:
The first alternative threshold:
- The combined assets value of the undertakings concerned exceeds 30,000 base salaries.
The second alternative threshold:
- The combined turnover of the undertakings concerned exceeded 30,000 base salaries in Costa Rica during the last financial year.
The base salary value is adjusted twice a year - at the beginning (January) and in the middle (July) of the year.
As of January 2020, 1 base salary unit = CRC 450,200.
2.4 Other national thresholds for ex ante merger control (e.g. sector-specific rules)
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 be notified in Costa Rica if they have an effect in the local market.
3. Calculation and allocation of turnover, asset value, transaction value etc.
3.3 Relevant undertakings for the calculation of turnover
3.3.1 The undertakings whose turnover is taken into account?
Turnover is calculated on a group level, including the target’s, but excluding the seller’s, turnover.
and last updated on 15-05-2020 by
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