Merger Control Fast-Track Criteria Amended to Quicken Review

On January 3, 2025, the Antitrust Commission issued Provision 156/2024, which replaces Annex I of Provision 62/2023, to update the technical criteria that determine in which cases the notified transactions may qualify to process under the fast-track procedure established in the Antitrust Law 27442.

Key changes include an amendment increasing the requirement on aggregate market shares in horizontal mergers that do not entail a significant increase pursuant to the Herfindahl Hirschmann Index (HHI) and eliminating several circumstances that would prevent parties from applying to the fast track. The most relevant of these is eliminating the exemption based on regulated markets.

As a result of these changes,

• the fasttrack procedure will be accessible for transactions that meet the following criteria:
   
• • Conglomerate transactions.
  • Change in the nature of control (from joint to sole) acquired by one of the pre-existing controlling parties.
  • Horizontal concentrations, if the combined market share in each of the relevant markets affected by the notified transaction is less than 20%.
  • Horizontal concentrations, if the combined market share in each of the relevant market shares affected by the notified transaction is less than 50%, and the increase in the HHI is less than 150 points.
  • Vertical concentrations, if the individual shares in each vertically related market are less than 30%.

• The following circumstances prevent the transaction from being analyzed under the fasttrack procedure:
   
• • When the F0 Form is incomplete.
  • When the post-transaction HHI in a relevant market is greater than 2,500 points.
  • When there are indications that the transaction eliminates a vigorous and effective competitor (actual or potential).
  • When there are indications that the concentration combines two important innovative entities.
  • When there are indications that the concentration would prevent the expansion of competitors in any relevant market.
  • When there are indications that, through the transaction, a company that is already established in a market intends to acquire a small but highly innovative company.
  • When there are indications that the notified transaction could significantly increase the parties’ market power, due to the combination of technological, financial, and other resources, even if they do not operate in the same relevant market.
  • When there are indications that the notified transaction generates portfolio effects.
  • When a national economic regulatory authority issues the opinion provided for in article 17 of the Antitrust Law and in said opinion opposes to the notified transaction.
  • When the Antitrust Commission considers that further information is required to properly analyze the effects of the transaction.
     

The Antitrust Commission also clarified that, notwithstanding the parties’ subsidiary submission of an F1 Form, if the Antitrust Commission considers that the merger qualifies as fast-track, it will be processed under as such.

The Antitrust Commission believes that the proposed modifications of the technical criteria will optimize its administrative resources, promote investment and competitiveness, and ensure an efficient analysis in accordance with the Antitrust Law.