Transition to Pre-Closing Regime Now Regulated

Disposition 29/2026^[1] of the Competition Tribunal (TDC), issued on September 18, 2026, and published in the Official Gazette on September 22, 2026, sets 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.

The Argentine Antitrust Law 27442, enacted in 2018, had established in its article 9 a suspensory (ex-ante) merger control regime, which required transactions subject to mandatory notification to be notified to, and cleared by, the Argentine Competition Authority (ANC) before the closing or the materialization of the control change. However, article 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.

The Disposition thus establishes that the applicable merger control regime is determined by the date on which the transaction is notified to the ANC. Accordingly, transactions notified before November 17, 2026, will remain subject to the non-suspensory transitional regime in article 84 of the Antitrust Law. Transactions notified on or after that date will be subject to the suspensory regime in article 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, that obligates them to implement the transaction on the notified terms. 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.

This means that 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 completed before the ANC issues its determination, and this does not constitute gun jumping. The transaction will remain subject to ANC review under the terms of the Antitrust Law.

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