ANC regulates the pre-closing merger control regime

On September 18, 2026, the Competition Tribunal ("TDC") issued Disposition No. 29/2026¹  (the "Disposition"), whereby it set out, on a general basis, the guidelines applicable to transactions notified during the transition to the suspensory merger control regime that will enter into force on November 17, 2026.

Argentine Antitrust Law No. 27,442 (the "Antitrust Law"), enacted in 2018, established in Section 9 a suspensory (ex ante) merger control regime, which requires transactions subject to mandatory notification to be notified to, and cleared by, the National Competition Authority ("ANC") prior to closing or to the materialization of the change of control. However, Section 84 of the Antitrust Law deferred the entry into force of this regime until one year after the ANC became operational, which occurred on November 17, 2025.

In this context, the Disposition establishes that the applicable merger control regime is determined by the date on which the transaction is notified to the ANC.

Transactions notified before November 17, 2026 will remain subject to the non-suspensory transitional regime under Section 84 of the Antitrust Law. Transactions notified on or after that date will be subject to the suspensory regime under Section 9 and will require ANC clearance prior to closing.

To fall within the transitional regime, the notification must be supported by a legally binding agreement between the notifying parties, executed by individuals with sufficient authority, obligating them to implement the transaction on the terms notified. The Disposition clarifies that letters of intent, memoranda of understanding, term sheets, non-binding offers, and other preliminary instruments that do not bind the parties to implement the transaction do not satisfy this requirement.

Accordingly, a transaction notified before November 17, 2026, supported by a legally binding, executed agreement, will remain subject to the current non-suspensory transitional regime even if closing takes place after that date.

Notification under the non-suspensory transitional regime follows the logic of the system in effect until November 17, 2026: the transaction may be consummated before the ANC issues its determination, without this constituting early implementation of the transaction. The transaction will remain subject to ANC review under the terms set forth in the Antitrust Law.

The criterion defined above also operates in reverse. Thus, a transaction whose agreement was executed before November 17, 2026, but notified thereafter, will be subject to the suspensory regime and will require ANC clearance prior to closing.

The Disposition will be published shortly in the Official Gazette.
 

¹Available at: https://www.argentina.gob.ar/noticias/criterio-interpretativo-sobre-el-regimen-aplicable-las-concentraciones-notificadas-antes