Merger of Companies or Selling a Business
Contents:
1. Legislative framework and competent authority: what is the relevant legislation
Mergers and Acquisitions in Cyprus are regulated by “The Control of Concentrations Between Undertakings Law, 2014”, (83(Ι) of 2014), as amended and in force today (“the Law”). The legal framework regulating M&A is enforced by the Commission for the Protection of Competition (“the Commission”), established and operating in accordance with the provisions of the Protection of Competition Laws of 2008 and 2014.
2. Scope of legislation: what constitutes a concentration?
3. Are there any exemptions from the rule and are there any rules on particular sectors?
(Sections 6(4) & 5 of the Law)
4. What is the definition of ‘control’?
(Section 6(2) & (3) of the Law)
5. Can a concentration arise from multiple legal acts or in stages?
(Sections 7 & 8 of the Law)
Two or more legal acts can constitute a single concentration if they result in the acquisition of direct or indirect control of the activities of one or more other undertakings.
A concentration of undertakings which took place in stages, within a period of time not exceeding four (4) years, resulting in the acquisition of control of an undertaking by another, shall be considered to fall within the scope of the Law and deemed to have taken place on the occurrence of the final event as a result of which said control was acquired.
6. What are the statutory thresholds for notification and are there any exceptions?
(Sections 3 & 5 and Schedule II of the Law)
7. Is filing mandatory or voluntary? If mandatory, do any exceptions exist?
(Sections 10 & 13 of the Law)
8. Filing formalities: what are the deadlines for filing?
(Section 10 of the Law)
9. Which parties are under the obligation to file a notification and do any filing fees apply?
(Sections 10 & 12 and Schedule III of the Law)
10. Do foreign-to-foreign concentrations have to be notified?
(Sections 3 & 6 of the Law)
11. Does implementation of the transaction have to be suspended prior to clearance?
(Sections 11, 24(2) & 29 of the Law)
12. What are the waiting periods?
(Sections 23, 24, 27, 29 & 30 of the Law)
13. Documentation: What is the level of detail required in the preparation of a filing?
(Schedule III of the Law)
14. Investigation procedure and timetable: What are the typical steps phases of the investigation?
(Sections 10, 15, 16, 17, 22 & 24 of the Law)
15. Can concentrations be cleared temporarily?
(Sections 31 & 32 of the Law)
16. What are the sanctions for pre-clearance implementation of the concentration or for any other infringment of the Law?
(Section 40 of the Law)
17. Are there any sanctions for supplying wrong or missing information?
(Section 40 of the Law)
18. What is the procedure followed in case of an infringement of the Law?
(Section 34 of the Law)
19. What is the substantive test for clearance and is there a special substantive test for joint ventures?
(Section 19 of the Law)
20. What are the main factors that the Commission investigates during an assessment?
(Schedule I of the Law)
21.Is it possible to remedy competition concerns, by giving divestment undertakings or other remedies?
(Sections 22, 25, 26, 27 & 28 of the Law)
22. What are the basic provisions applicable to a divestment or other remedy?
(Section 25 and Schedule IV of the Law)
23. What publicity is given to the process and how is confidential information protected from disclosure?
(Sections 22, 28 & 48 of the Law)
A notification for a proposed concentration is published in the Government Gazette and uploaded on the Commission’s website as soon as possible after receipt thereof. Once the Commission issues its decision on the concentration, it forwards a copy thereof to the party under the obligation to notify, requesting that they specify any confidential information and/or business secrets therein included. A non-confidential version of the decision is then prepared on the basis of the information provided by the parties, which is published in the Government Gazette and uploaded on the Commission’s website. An English summary of the non confidential decision is also uploaded on the website. The confidential version of the decision is disclosed only to the notifying party/parties and is kept in a sealed envelope in the case file as well as in the archives of the Commission.
24. Cross-border regulatory cooperation: does the Commission cooperate with antitrust authorities in other jurisdictions?
(Section 54 of the Law)
25. Available avenues: What are the opportunities for appeal or judicial review?
(Section 146 of the Constitution)