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- Merger Control Regime
- Merger Screening
1.1 Membership of Supranational Organization
1.1.1 Is the jurisdiction a member of/party to a supranational jurisdiction?
1.1.2 Is the jurisdiction itself a supranational jurisdiction?
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?
As a member of the EU, Lithuania is subject to the supranational authority of the EU, including EU merger control rules enforced by the Directorate General for Competition of the European Commission.
This means that if the concentration meets the turnover thresholds applicable for the EU’s merger control regime, the concentration must be notified to the European Commission and Lithuania is precluded from applying its own domestic merger control rules to the transaction.
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?
Merger and acquisitions are caught by the merger control rules:
- A “merger” is defined as a transaction where one or more undertakings which terminate their activity as independent undertakings are joined to the undertaking which continues its operations, or when a new undertaking is established from one or more undertakings which terminate their activities as independent undertakings.
- An “acquisition” is defined as the acquisition of control by a natural person or natural persons already controlling one or more undertakings, or one or more undertakings, by agreement, jointly set up a new undertaking (except the cases when such new undertaking does not perform the functions of an independent undertaking) or gain control over another undertaking by acquiring an enterprise or part of it, all or part of the assets of the undertaking, shares or other securities, voting rights, by contract or by any other means.
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 undertakings concerned are the acquirer and the target including related companies. By definition, companies are related if one undertaking holds more than 50% of the shares in another undertaking unless this presumption is rebutted.
Two or more transactions completed by the same persons or undertakings within the period of two years will be considered one merger.
2.3 General thresholds
2.3.1 Threshold(s) for when a concentration must be notified under the general merger control regime?
Merger filing is needed if:
The combined turnover of the undertakings concerned exceeded EUR 20,000,000 in Lithuania in the last financial year, and each of at least two of the undertakings concerned had a turnover exceeding EUR 2,000,000 in Lithuania in the last financial year.
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 concerned", i.e. which parties?
Please see Section 2.1.1 above.
3.3.2 The undertakings whose turnover is taken into account?
Please see Section 2.1.1 above.
and last updated on 20-03-2020 by
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