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Content last updated: 26-03-2020

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  • Merger Control Regime
  • Merger Screening

2. Nature of merger control regime

2.1 Mandatory or voluntary

2.1.1 Is filing mandatory or voluntary?

Voluntary.

If prior notification of a transaction is filed and the transaction approved, the Competition Authority cannot subsequently challenge the economic concentration.

If prior verification has not been sought and the transaction has been consummated, the Competition Authority may file a lawsuit with a specialised superior court within three years of the transaction's effective date if it considers that the economic concentration unreasonably restricts or harms free competition. The court may impose conditions on the parties to ensure competitiveness in the market or order a partial or complete divestiture of the concentration (or both).

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?

The merger regime rules apply to all transactions that cause “economic concentration”.

An “economic concentration” is defined as any merger, acquisition of control or any other act by virtue of which corporations, partnerships, associations, shares, social parties, trusts, establishments, or assets in general are grouped together, that takes place between suppliers or potential suppliers, customers or potential customers and other competitors or potential competitors.

The Competition Law expressly provides that the following business combinations shall not be deemed prohibited economic concentrations:

  • joint ventures formed for a definite period of time to carry out a particular project, which is also contemplated in other jurisdictions;
  • economic concentrations among competitors that do not have harmful effects on competition and the market; and
  • economic concentrations involving an economic agent that is insolvent, subject to certain conditions.

2. Establishing jurisdiction for notification of mergers

2.3 General thresholds

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

There is no mandatory merger control approval process in Panama. The process is voluntary.

The merger control regime in Panama does not have jurisdictional thresholds but prohibits economic concentrations whose effects may unreasonably restrict or harm free competition in Panama, regardless of where they have been carried out.

Transactions are typically notified when there are circumstances surrounding the transaction that have the effects of high concentration in the market, e.g. large market share.

Economic concentrations with restrictive effects on competition may obtain clearance from the Competition Authority if the effects are outweighed by contributing to efficiencies in the market, e.g.:

  • improvements in commercialization and production systems;
  • fostering technical and economic progress;
  • improvements in the competitiveness of industry; and
  • contributions to consumer interests.
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Legal Cross Border has itself provided all input about merger control in Panama. This information has been gathered and validated by our in-house lawyers to guarantee the highest quality outcome. This said, we are currently looking for a local partner to cover Merger Control Panama - please contact us if you would like to be our new partner.