Competition Defense Law No. 4956/2013 and Regulatory Decree No. 1490/2014 are the main regulations for market competition, as well as Resolutions issued by the Board of Directors of the National Competition Commission (“CONACOM”). CONACOM’s Board of Directors, through Resolution No. 29/2021, established guidelines listing the information required by the regulatory entity and the way such documents must be submitted to notify about Mergers.
Art. 16 of Regulatory Decree No. 1490/2014 provides the information required for notifications, aiming to clarify the required documents and any information necessary to notify CONACOM about Mergers. These guidelines are the result of CONACOM’s experience on previously notified Mergers and guidelines from foreign authorities.
In this sense, it is worth mentioning that Mergers must be notified to CONACOM within 10 business days of the written conclusion of the agreement, as well as those operations that exceed the thresholds established by Law for billing and market shares.
Notification must provide the following information and documentation:
- Identification of natural or legal persons who make the notification and those who take part in the Merger.
- Powers of attorney granted through public deed on behalf of the individual making the notification.
- Names of those who processed the information presented with the notification.
- Description and information about ownership and structure control of all Entities that are part of the Merger. In this sense, organizational charts or diagrams that reflect the percentages and control with respect to each Entity must be submitted.
- Financial Statements for the fiscal year prior to the notification of the Merger.
- Brief description of the Merger. Type of the Merger subject of said notification, which can be: horizontal, vertical or conglomerate. Legal nature of the act by which the operation is executed. Description of the clauses by virtue of which the parties are obliged not to compete.
- Inform whether the Parties to the Merger, their managing agents or shareholders, direct or indirect, participate in the administration or ownership of other Entities outside the business groups of the Parties and develop or could develop similar activities.
- Total value of the Merger.
- Copy of the documents that support the Merger, which may be the final or the most recent copy.
- List and description of products or services offered by the Parties that reach the Paraguayan market.
- Market shares of the companies involved and their competitors, in the event that the information is available to the notifying party.
- Location of all the premises of the Parties with address in Paraguay, and in the event that they are not located in Paraguay, those that reach the Paraguayan market.
- Information on authorizations for merger from other jurisdictions.
- Optionally, they may submit reports that demonstrate that the Notification Operation is compatible with the market.
On the other hand, we find complementary information that can be notified by the Parties of the Merger for a better analysis of the matter. In this sense, information established in Art. 21 of Regulatory Decree No. 1490/2014 may be mentioned, as any information that would bring a better understanding to CONACOM.
Due to the above, we can note that the main purpose of the referred guidelines for notification of Mergers is to provide the essential information useful for CONACOM to issue a decision on the notified transaction.
For more information, please contact Carla Sosa: carla.sosa@berke.com.py or Manuel Arias: manuel.arias@berke.com.py
