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Content last updated: 03-10-2019

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  • Merger Control Regime
  • Merger Screening
  • Merger Filing

1. Overall description of merger control regime

1.1 Supranationality

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

Yes, the European Union.

1.1.2 Is the jurisdiction itself a supranational jurisdiction?

No, the Spanish jurisdiction is not 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?

If the EU merger thresholds are met, the transaction is notifiable only to the European Commission and not in Spain.

Note however that there is a possibility of transactions being referred back to Spain by the European Commission under EU merger control rules.

2. Nature of merger control regime

2.1 Mandatory or voluntary

2.1.1 Is filing mandatory or voluntary?

Filing is mandatory, if the thresholds described in Section 2.3.1 under the Merger Screening Schedule below are met.

2.2 Suspensory effect

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

Transactions must be notified prior to execution and must not be executed until authorized or the standstill obligation is lifted by the authority.

There is a limited exception for public takeover bids for shares traded on Spanish stock exchanges. Such transactions may be carried out as long as the buyer notifies within five days of announcing the bid and does not exercise the voting rights inherent to the acquired shares or exercises them based on a dispensation awarded by the authority or to safeguard the value of the investment.

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?

A transaction is caught by the merger control rules if it brings a change of control on a lasting basis resulting from:

a) the merger of two or more previously independent undertakings; or

b) the acquisition by one undertaking of the whole or part of one or more undertakings; or

c) the creation of a joint venture and, in general, the acquisition of joint control of one or more undertakings, when they perform on a lasting basis the functions of an autonomous economic entity.

1.2 Joint ventures

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

The creation of joint ventures and, in general, the acquisition of joint control of one or more undertakings, performing on a lasting basis all the functions of an autonomous economic entity.

1.3 Definition of "control"

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

"Control" is defined as the possibility of exercising decisive influence on an undertaking by rights, contracts or any other means, either separately or in combination, having regard to the considerations of fact or law involved.

It has to be decided on the facts in each case, whether there is a possibility of exercising decisive influence over an undertaking. Decisive influence can be de jure in the form of acquisition of the majority of the voting rights or through special rights; or de facto based on a historic pattern of attendance at general meetings.

Only transactions that bring a lasting "change of control" to the undertakings concerned and in the structure of the market are covered by Spanish merger control rules.

1.4 Minority shareholdings

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

Acquisitions of minority or other interests that do not lead to an acquisition of control do not fall within Spanish merger control rules and will not be considered by the National Commission for Markets and Competition.

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.

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 pre-existing acquired undertaking.

In case of entry of a new shareholder in a pre-existing joint venture, which leads to a change in the quality of control for the remaining controlling shareholders, the undertakings concerned are the newly entering controlling shareholder alongside with the remaining controlling shareholders.

In case where a pre-existing, full-function joint venture acquires control over another undertaking, the undertakings concerned are the joint venture (i.e. not including the parent companies) and the target undertaking. Where a joint venture is mere acquisition vehicle, the undertakings concerned are in such situation the parent companies to the joint venture and the target undertaking.

- In case of change from joint control to sole control, the undertakings concerned are the undertaking acquiring the sole control and the joint venture. The other "existing" shareholder (i.e. the seller) 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?

Whichever date is earlier of the date of conclusion of the agreement or acquisition of rights that entail a stable change of control of the totality or part of one or several companies or the date of the first notification to the National Commission for Markets and Competition.

2.3 General thresholds

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

If either of the two alternative sets of thresholds is met, the transaction will have to be notified to the National Commission for Markets and Competition:

The first alternative threshold (market share):

The undertakings concerned acquire or increase a combined market share of 30% or more in the relevant product or service market at a Spanish level or in a geographic market defined within the same.

The market share threshold does not apply if: 

a) the target’s turnover in Spain is less than EUR 10 million; and

b) the undertakings concerned have a combined or individual market share of less than 50% in the affected markets at a Spanish level or in a geographical market defined within the same.

The second alternative threshold (turnover):

a) the combined aggregate turnover in Spain of all the undertakings concerned is more than EUR 240 million; and

b) the aggregate turnover in Spain of each of at least two of the undertakings concerned is more than EUR 60 million.

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

The market share threshold can be triggered by only one party: specifically, if the target has a market share of 30% or more on a relevant market in Spain or within Spain (or 50% or more if its turnover in Spain was less than EUR 10 million). No notification is required if only the acquirer has turnover in Spain.

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

Neither of the thresholds can be triggered without at least one party having turnover in Spain.

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

Transactions falling below the above thresholds may not be investigated by the National Commission for Markets and Competition.

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 Spain.

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?

Transactions meeting the thresholds have to be notified regardless of whether or not the undertakings concerned are domiciled or have assets or subsidiaries in Spain.

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)?

The relevant turnover to be taken into account is the net turnover related to the sale of goods and/or services in the ordinary course of business in the last accounting year exclusive of (i) rebates; (ii) value added tax and other taxes directly related to the turnover; and (iii) group internal sales.

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

Guidance can be found in Royal Decree 261/2008, of 22 February, adopting the Spanish Regulation for the Defense of Competition, which is available (in Spanish) at: https://www.boe.es/buscar/doc.php?id=BOE-A-2008-3646

In addition, the competition authority in the majority of cases follow the same approach as set out in the European Commission’s Jurisdictional Notice.

3.2 Relevant period for calculation of turnover

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

The turnover should be based on the latest financial year for which audited annual accounts exist.

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?

Adjustments must be made for any divestitures/acquisitions made during/after the latest financial year. Turnover stemming from such divested/acquired assets should be excluded/included.

3.3 Relevant undertakings for the calculation of turnover

3.3.1 The "undertakings concerned", i.e. which parties?

See Section 2.1.1 above.

3.3.2 The undertakings whose turnover is taken into account?

See the definition of the "undertakings concerned" in Section 2.1.1 above. In short, the undertakings whose turnover is taken into account comprise the entire group that the acquirer belongs to and the target group (i.e. target and any of its wholly or jointly-owned subsidiaries).

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

The seller's turnover shall not be included in the target's group turnover.

3.4 Geographical allocation of turnover

3.4.1 The principles for the geographical allocation of turnover?

In general, the turnover should be allocated geographically based on where the customer was located at the time of the turnover generating transaction, i.e. typically where the goods were actually delivered or services actually provided.

3.5 Valuation and allocation of assets

3.5.1 The principles for valuation and allocation of assets?

Not applicable.

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.)?

There are no specific rules for calculation of market share but the competition authority will typically review all available information and in particular market shares based on value of sales. 

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)?

Specific rules apply to the calculation of turnover for investment funds; state-owned undertakings; financial institutions and insurance undertakings, which can be found in Article 5 of Royal Decree 261/2008, of 22 February.

In particular:

a) In the event that any of the participants in the concentration operation is an investment fund, its turnover will be determined by the sum of the turnover of the management companies and by the turnover of the companies controlled by the investment funds managed by these management companies.

b) In the case of credit institutions and other financial entities, the turnover will be replaced by the sum of the following forms of income received by the entity in Spain as defined in Council Directive 86/635/EEC, of December 8, on the annual accounts and consolidated accounts of banks and other financial institutions, after deduction, as the case may be, of the Value Added Tax and other taxes directly related to said income. In particular:

Interests and similar income.

Income from investments (either shares, participations or other variable income securities) including the shares in undertakings of the group.

Commissions charged.

Net benefits from financial operations.

Other operating results.

The turnover of credit institutions and other financial entities obtained in Spain will correspond to that of the branches or divisions of the entity located in Spain.

c) In the case of insurers, the value of gross premiums issued is used in place of turnover.

3.7.2 Does any exemptions apply?

No.

1. Practical information

1.1 Responsibility for filing

1.1.1 The parties responsible for filing?

In case of acquisition of sole control, the acquirer is responsible for filing.

In case of acquisition of joint control or a merger creating a new entity, all the parties acquiring control or merging are responsible for the filing. 

1.2 Deadlines for filing

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

There are no mandatory deadlines for filing.

However, a transaction meeting the thresholds must be notified prior to its implementation.

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

Not applicable.

1.3 Early filing

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

A binding agreement between the parties, setting out the form, time and conditions in which the transaction will be carried out is required for formal notification.

However, in practice the authority will allow the parties to engage in prenotification contacts provided they can show an intention to carry out the transaction.

1.4 Filing fees

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

The filing fees are: 

a) For transactions notified under the simplified procedure: EUR 1,545.45.

b) For transactions notified under the normal procedure:

EUR 5,502.15 when the combined aggregate turnover in Spain of all the undertakings concerned is equal or less than EUR 240 million;

EUR 11,004.31 when the combined aggregate turnover in Spain of all the undertakings concerned is between EUR 240 million and EUR 480 million;

EUR 22,008.62 when the combined aggregate turnover in Spain of all the undertakings concerned is between EUR 480 million and EUR 3 billion, and

- EUR 43,944 when the combined aggregate turnover in Spain of all the undertakings concerned is more than EUR 3 billion, plus EUR 11,004.31 for every additional 3 billion, until a limit of EUR 109,806.

1.4.2 When must the filing fee must be paid?

The filing fee must be paid before the formal notification is submitted.

1.5 Publicity

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

The National Commission for Markets and Competition publishes on its website the fact that it has received a notification, indicating the case number, the parties involved, the filing date, the sector involved, the type of control, and whether the operation is filed due to the market share or the turnover threshold. The publication generally occurs very shortly after notification although there is no set deadline.

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 authority does not comment on active cases in the media. However, formal decisions may be the subject of press releases.

1.5.3 Will third parties be able to review the notification?

Third parties are only able to review the non-confidential version of the notification and only in the event of a second phase investigation.

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?

Transactions may be notified pursuant to a simplified procedure, if the undertakings concerned are not operating in the same or related markets, or if they have only very small market shares not reaching specific market share thresholds. Namely, if the combined market shares of the undertakings concerned do not exceed 15% on any market where they both compete (horizontal links) or 25% on any vertically related market.

However, even if the notifying parties meet the requirements for a simplified procedure, the National Commission for Markets and Competition has a discretion to request a normal procedure, and have indicated that they may do so, in particular, in the following circumstances: 

a) when there are difficulties to define the relevant markets or one of the notifying parties is a new player in the market or the owner of an essential patent;

b) when market shares cannot be properly calculated;

c) when the markets have high entry barriers with a high degree of concentration or with notable competition concerns;

d) when at least two parties are present in strongly related markets;

e) in transactions that may entail coordination concerns;

f) when a party acquires exclusive control of a joint venture where it previously had joint control, when the acquiring party and the joint venture have a joint strong market position or when the joint venture and the acquiring party has strong positions in vertically related markets;

g) when the simplified notification form contains incorrect or misleading information.

2.2 Procedural stages (cf. timetable below)

2.2.1 The various stages of (i) a simplified procedure and (ii) a normal procedure?

In general, all merger procedures before the competition authority (both simplified and normal) are initiated by a pre-notification period.

This pre-notification period may involve discussions with the authority about the case and timing; telephone and/or physical meetings; submission of drafts of the notification; fact-finding exercises by the competition authority; requests for additional information and documents etc.

When the formal notification is submitted to the competition authority and accepted as complete, the clock starts running on the "Phase I" investigation.

Starting from the first working day after the formal filing, the competition authority has 1 calendar month to decide whether to clear the transaction in Phase I (with or without remedies) or open a "Phase II" investigation.

The deadlines for both Phase I and Phase II investigations can be extended for a number of reasons, including any time the authority directs a formal information request to the parties, and on any number of occasions.

During the Phase I investigation, the case team can send requests for information to the largest customers, competitors and suppliers of the notifying parties.

The notifying parties have 20 days to submit remedies if they deem it necessary to solve competition concerns. In this case, the one month deadline is extended by 10 days. The competition authority decides whether remedies solve competition concerns.

If the transaction is not cleared in Phase I, Phase II begins. In Phase II, the competition authority has 2 months (which can be extended as described above) to decide whether to reject the transaction, to clear the transaction unconditionally, to clear the transaction on the basis of remedies submitted by the parties or to clear the transaction subject to conditions imposed by the competition authority.

Phase II investigations generally involve third parties being granted access to the file and to the "statement of objections" setting out the competition authority’s analysis of the transaction and any concerns raised. The interested parties will have 15 days in which to submit written observations and can request an oral hearing before the competition authority.

In Phase II the notifying parties have 35 days in which to submit remedies. In this case, the one month deadline is extended by 15 days. The competition authority will decide whether the remedies can eliminate their concerns, and if not, the competition authority can propose their own conditions as indicated above.

If the transaction is prohibited or cleared on the basis of remedies or conditions, the Ministry of Economy and Finance has 15 working days to request a copy of the decision and to refer the transaction for review by the Council of Ministers. If the transaction is referred, the Council of Ministers has one month to decide whether to clear the transaction or vary the conditions applied on the basis of a number of grounds including, amongst others, national security, environmental protection or promotion of innovation. During this period, the Council of Ministers can request a report from the competition authority, which has to deliver it within 10 days.

2.2.2 Is pre-notification contact with the relevant authorities customary/obligatory/encouraged/etc.?

Pre-notification contacts with the competition authority are customary and a standard part of most (if not all) merger proceedings, in particular transactions notified under the simplified procedure (since the competition authority has a discretion in all cases to require an ordinary form notification).

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

No.

2.3 Timetable (cf. timetable below)

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

Phase I:

The competition authority has 1 month to clear the transaction in Phase I or open a Phase II investigation. If the notifying parties submit remedies, the period is extended by 10 working days.

Phase II:

The Phase II investigation period is 2 months. If the notifying parties offer commitments this period is extended by 15 days.

The deadlines for both Phase I and Phase II investigations can be extended for a number of reasons, including any time the competition authority directs a formal information request to the parties, and on any number of occasions.

Before the Ministry of Economy and Finances:

If the transaction is prohibited or cleared on the basis of remedies or conditions, the Ministry of Economy and Finances has 15 working days to request a copy of the decision and refer the transaction for review by the Council of Ministers.

The period before the Council of Ministers is 1 month, which starts running from the day the Ministry of Economy and Finances decides to refer the case. The Council of Ministers can decide to clear the transaction or vary the conditions applied on the basis of a number of grounds, including, amongst other, national security, environmental protection or promotion of innovation.

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

The timetable/deadlines can be suspended when: 

a) Any interested party is required to rectify deficiencies in the notification or provide additional documents or other necessary elements of judgment (i.e. any formal information request).

b) Third parties or other bodies of the Public Administrations are requested to provide documents and other necessary elements.

c) Cooperation and coordination with the European Union or the National Competition Authorities of other countries is necessary.

d) Administrative or judicial appeals are lodged.

However, the suspension of the maximum periods of resolution shall not necessarily suspend the processing of proceedings.

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

There is no timetable/deadline for pre-notification discussions and their duration may vary from a week or less to more than a month or even longer, depending on the complexity of the issues at hand.

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?

Mandatory notification forms for simplified (Formulario abreviado) and normal procedures (Formulario ordinario), are attached as Annex II and III of the Royal Decree 261/2008, of 22 February.

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?

Documents do not need to be submitted in original or legalized versions or apostilled. Powers of attorney do not need to be notarized although should be supported with proof of the powers of the grantor.

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?

There is no filing deadline.

3.4 Language

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

The notification must be made in Spanish.

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

No, translations do not need to be certified, legalized or apostilled unless specifically requested by the competition authority.

Statutory timetable

Step Description Time
1

Pre-notification

Pre-notification contacts with the competition authority are customary and a standard part of most (if not all) merger proceedings, in particular transactions notified under the simplified procedure (since the competition authority has a discretion in all cases to require an ordinary form notification).

This pre-notification period may involve discussions with the authority about the case and timing; telephone and/or physical meetings; submission of drafts of the notification; fact-finding exercises by the competition authority; requests for additional information and documents etc.

There is no timetable/deadline for pre-notification discussions and their duration may vary from a week or less to more than a month or even longer, depending on the complexity of the issues at hand.

2

Phase I

When the formal notification is submitted to the competition authority and accepted as complete, the clock starts running on the "Phase I" investigation.

Starting from the first working day after the formal filing, the competition authority has 1 calendar month to decide whether to clear the transaction in Phase I (with or without remedies) or open a "Phase II" investigation.

The deadlines for both Phase I and Phase II investigations can be extended for a number of reasons, including any time the authority directs a formal information request to the parties, and on any number of occasions.

During the Phase I investigation, the case team can send requests for information to the largest customers, competitors and suppliers of the notifying parties.

The notifying parties have 20 days to submit remedies if they deem it necessary to solve competition concerns. In this case, the one month deadline is extended by 10 days. The competition authority decides whether remedies solve competition concerns.

The competition authority has 1 month to clear the transaction in Phase I or open a Phase II investigation. If the notifying parties submit remedies, the period is extended by 10 working days.

The deadlines for Phase I investigation can be extended for a number of reasons, including any time the competition authority directs a formal information request to the parties, and on any number of occasions.

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

3

Phase II

If the transaction is not cleared in Phase I, Phase II begins. In Phase II, the competition authority has 2 months (which can be extended as described above) to decide whether to reject the transaction, to clear the transaction unconditionally, to clear the transaction on the basis of remedies submitted by the parties or to clear the transaction subject to conditions imposed by the competition authority.

Phase II investigations generally involve third parties being granted access to the file and to the "statement of objections" setting out the competition authority’s analysis of the transaction and any concerns raised. The interested parties will have 15 days in which to submit written observations and can request an oral hearing before the competition authority.

In Phase II the notifying parties have 35 days in which to submit remedies. In this case, the one month deadline is extended by 15 days. The competition authority will decide whether the remedies can eliminate their concerns, and if not, the competition authority can propose their own conditions as indicated above.

If the transaction is prohibited or cleared on the basis of remedies or conditions, the Ministry of Economy and Finance has 15 working days to request a copy of the decision and to refer the transaction for review by the Council of Ministers. If the transaction is referred, the Council of Ministers has one month to decide whether to clear the transaction or vary the conditions applied on the basis of a number of grounds including, amongst others, national security, environmental protection or promotion of innovation. During this period, the Council of Ministers can request a report from the competition authority, which has to deliver it within 10 days.

The Phase II investigation period is 2 months. If the notifying parties offer commitments this period is extended by 15 days.

The deadlines for Phase II investigation can be extended for a number of reasons, including any time the competition authority directs a formal information request to the parties, and on any number of occasions.

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

4

Before the Ministry of Economy and Finances

If the transaction is prohibited or cleared on the basis of remedies or conditions, the Ministry of Economy and Finances has 15 working days to request a copy of the decision and refer the transaction for review by the Council of Ministers.

The Council of Ministers can decide to clear the transaction or vary the conditions applied on the basis of a number of grounds, including, amongst other, national security, environmental protection or promotion of innovation.

The period before the Council of Ministers is 1 month, which starts running from the day the Ministry of Economy and Finances decides to refer the case. 

  • Step 1 1
  • Step 2 2
  • Step 3 3
  • Step 4 4
  • Not defined
  • 1 month + 10 days
  • 2 months + 15 days
  • 15 days + 1 month

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 on 03-10-2019 by
Contact Person
Andrew Ward, Partner
Contact Person 2
Irene Moreno-Tapia, Counsel
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