Merger Control 2026 Comparisons

The most relevant merger control bodies of law in Costa Rica are the Promotion of Competition and Consumer Protection Act (the Competition Act) and the Act to Strengthen Competition Authorities, Law No 9736 (ASCA), which entered into force in 2019 and presented a significant amendment to the legislation. The Regulations to the Competition Act and the Regulations to the ASCA are other relevant bodies of law.

The Commission for the Promotion of Competition (Coprocom, or the Competition Commission) has also published the Guidelines to Analyse Economic Concentrations, which contain relevant dispositions and information regarding the merger notification process.

Telecommunications is the only sector that has special legislation pertaining to merger notifications. The Superintendency of Telecommunications is the authority that enforces competition law in the telecommunications market.

In the financial sector, concentrations involving one or more entities regulated or supervised by the financial superintendencies must be notified to Coprocom. Once the notification is received, Coprocom must submit the filing to the National Council for the Supervision of the Financial System (Conassif) for its technical opinion.

Conassif must indicate whether, from a prudential standpoint, it should issue the final decision in order to protect the solvency, soundness and stability of the relevant entities or of the financial system, as well as financial consumers. If Conassif determines that it should issue the final decision from a prudential perspective, Coprocom will close its file and inform the parties that the transaction will be resolved by the financial supervisor. Otherwise, the merger review continues before Coprocom under the ordinary procedure.

Coprocom is the authority that enforces the relevant legislation. However, in the telecommunications sector, sector-specific competition law is enforced by the Telecommunications Superintendency.

If the transaction is classified as a concentration under the definition provided by the law and addressed in 2.3 Types of Transactions, and at least two of the parties to the transaction hold direct or indirect economic incidence in Costa Rica, notification is compulsory if the applicable economic thresholds are met. The ASCA also provides that successive transactions completed within a two-year period must be considered jointly for purposes of determining whether the applicable thresholds are met.

In qualified circumstances, the parties may request a waiver of the suspensive effect of the notification. However, this does not eliminate the obligation to notify the transaction where the legal requirements are met.

In Costa Rica, failure to notify a concentration where notification is required may give rise to administrative sanctions and corrective measures. The following penalties are established under the ASCA:

• fines ranging from 0.1% to 10% of the infringing undertaking’s turnover generated during the previous fiscal year;
• an order to suspend, correct or unwind the concentration, including measures aimed at restoring the situation prior to the transaction; and
• fines of up to 680 base salaries may be imposed on individuals who participate directly in unlawful concentrations on behalf of, or for the account of, legal entities.

Failure to notify has been sanctioned in practice, but publicly available information on the identity of the sanctioned parties and the detailed calculation of the fines is limited.

The definition of economic concentration under the ASCA is broad and covers several types of transactions, including mergers, acquisitions of shares or assets, the transfer of business establishments and any other act or agreement resulting in a change of control over one or more independent economic agents. For a transaction to be subject to merger control in Costa Rica, it must generally contain the following elements:

• it is carried out between two or more independent economic agents, whether or not they are competitors;
• at least two of the participating economic agents have operations with an impact in Costa Rica;
• it involves a transfer in the control of one or more of them, either through the acquisition of control over one another, or in the formation of a new economic agent;
• it is carried out permanently or with the intention of permanence; and
• the notification thresholds are met.

Internal restructurings of companies that belong to the same group of economic interest are not caught. The main reason behind this is that there is no change of control, since the final beneficiaries of the parties involved are the same, both prior to and after the transaction has been executed. As such, given that the definition of concentration under the Competition Act focuses on the change of control, internal restructurings are not subject to notification.

Control is defined as the de facto or legal possibility of executing a decisive influence over an economic agent or its assets, and understood as the power to adopt or block decisions that determine strategic commercial behaviour. As such, acquisitions of minority interests that include the right to veto strategic decisions may trigger the obligation to notify.

If a transaction qualifies as a concentration under the ASCA, the parties must determine whether the applicable jurisdictional thresholds are met. Costa Rican merger control applies when both the joint threshold and the individual threshold are satisfied.

The joint threshold is met if the value of the parties’ combined productive assets located in Costa Rica, or the value of the revenue generated in or from Costa Rica by the parties during the previous fiscal year, exceed 30,000 base salaries.

The individual threshold requires that at least two of the parties each hold assets in Costa Rica, or generate revenue in or from Costa Rica, exceeding 1,500 base salaries during the previous fiscal year.

For 2026, the applicable base salary is CRC462,200. Accordingly, the joint threshold is approximately USD27,450,000, and the individual threshold is approximately USD1,372,500.Transactions that fall below these thresholds are not subject to notification, unless two of the parties operate in the telecom sector.

In practice, the individual threshold is particularly relevant because it excludes transactions involving target businesses with minimal local operations, even where the acquiring group independently exceeds the joint threshold.

The jurisdictional thresholds can be met either by value of the parties՚ productive assets in Costa Rica or by the parties՚ revenues in Costa Rica. It is important to note that the only assets or revenues taken into consideration are those that are located in Costa Rica or that are generated in, or from sales to, Costa Rica. As such, multinational companies that have a minimum insignificant participation in Costa Rica do not necessarily meet the individual jurisdictional threshold.

The sales or assets value booked in a foreign currency should be converted according to the official exchange rate of the Costa Rican Central Bank. In the asset-based threshold, the asset value to be considered is the fair market value of such assets.

Generally, the seller’s turnover is not taken into consideration with the turnover of the target, but this should be analysed on a case-by-case basis.

The group-wide definition generally applies to calculate the thresholds for the buyer. If there have been acquisitions or divestments that are not reflected in the most recent financial statements, there should be some observations made in the filing. The Competition Commission revises the merger control submission in detail, and there will almost certainly be questions made in the request for information (RFI) regarding this issue if it is not explained beforehand by the parties. However, this should be analysed individually for each specific case.

Foreign-to-foreign transactions are subject to merger control. As long as the entities have executed activities with an incidence in Costa Rica during the previous two years, the transaction should be notified if the other jurisdictional thresholds are met. A filing is not required when a target has no sales (direct or indirect) or assets in the jurisdiction, since it will not have an incidence in Costa Rica, which is one of the requirements to trigger the obligation to notify.

There is no market share threshold. Market shares are not taken into consideration when determining whether the obligation to notify is triggered. Nonetheless, providing market shares of relevant affected markets is mandatory, regardless of the party’s participation, as it forms a fundamental part of relevant market effects assessment.

Joint ventures that meet the definition of concentration provided by the law are subject to merger control. Again, the main issue is whether or not there is a change of control. If a joint venture results in the adoption of certain commercial measures that may impact the decision-making processes of the companies, the joint venture may be subject to notification. There are no special rules pertaining to the application of the thresholds to joint ventures.

Lastly, joint ventures between competitors should also be analysed to determine whether or not they may represent a prohibited horizontal agreement according to the law.

The Competition Commission may call in a transaction that does not meet the jurisdictional thresholds. However, if the parties clearly demonstrate that the transaction did not meet the thresholds and was not subject to mandatory notification, the Competition Commission may not impose any sanctions or conduct any further investigation of such transaction.

The Competition Commission has the power to authorise, condition and reject a transaction.

If gun-jumping occurs, the Competition Commission may hold an investigation and conduct a sanctioning proceeding.

The Competition Commission has extensive investigation powers. If it has substantiated that there was a concentration that was not notified, then it may start an investigation, in which it may request any information and contracts associated with the transaction, as well as any additional information. With prior authorisation issued by a judge, the Competition Commission may also execute dawn raids on the premises of the parties involved.

The law establishes a suspensive effect over merger notifications. As such, a transaction cannot be implemented until clearance is obtained.

However, the parties may request a waiver of the suspensive effects of the notification. In order to do so, they must file a specific application where they demonstrate the reasons or motives that justify such waiver.

Merger control is suspensory. If the parties did not request a waiver of the suspensive effects of the notification, they must submit the notification and receive clearance prior to closing. Failure to file the notification or await clearance may result in financial penaltiesand other measures, such as divestiture or de-concentration. Fines range from 0.1% to 10% of the parties՚ total revenues generated in Costa Rica during the fiscal year preceding the sanction’s imposition.

Since suspensive effect has only recently been introduced, no penalties have yet been imposed for implementing a transaction before obtaining clearance.

There are no specific exceptions to the suspensive effect. However, the ASCA provides that the Competition Commission, under qualified circumstances, may waive the suspensive effect, although there are not yet any precedents regarding such waiver.

The acquisition of a failing firm may be used as a justification to request derogation from the suspensive effect, if the parties can demonstrate that waiting for clearance prior to implementing the transaction could result in the failing firm deteriorating its position to a point where the transaction would not be closed.

Under qualified circumstances, and subject to the Competition Commission’s authorisation, the parties may be authorised to close and implement the transaction prior to clearance.

There are no specific deadlines other than the obligation to notify the concentration prior to its closing. Other deadlines may arise during the process – for example, the deadline to provide the information requested in the Competition Commission’s RFI, or the deadline to provide conditions.

The notification may be filed with any agreement, such as a share purchase agreement, or even a letter of intent or a memorandum of understanding. The notification may also be filed without a written agreement, as long as the terms disclosed are not varied considerably once the formal agreement is drafted and signed.

No filing fees are currently payable for merger notifications before the Competition Commission. However, the ASCA authorises the Competition Commission to establish fees for the processing of merger notifications, based on a service-at-cost principle and subject to the methodology being established by technical regulation. At the time of writing, such fees have not been implemented in practice.

All of the parties involved are responsible for filing. The filing made by one party would fulfil the filing obligations of the remaining parties.

The parties shall submit at least the following information regarding the transaction:

• a detailed description of the transaction, including the type of operation and the acts required in order to execute and close the notified concentration;
• identification of all the economic agents involved in the transaction;
• identification of all the companies and/or individuals that directly or indirectly control the different economic agents that are involved in the transaction;
• identification of all the subsidiaries that are controlled directly or indirectly by the parties involved in the concentration;
• a detailed description of the economic agents’ economic activities with incidence in Costa Rica;
• a list of substitute services or goods for each of the relevant markets affected by the transaction – a description of their physical and technical characteristics, their uses, a general profile of clients and distribution schemes in the market is recommended;
• a description of the relevant markets affected by the parties;
• approximate market shares of the parties in the relevant markets;
• a list of competitors in the relevant markets and their respective approximate market shares;
• a description of the main entry barriers in the relevant markets;
• economic justification of the transaction, including the purpose of the transaction and the efficiencies or benefits that derive therefrom; and
• an analysis of the potential pro-competitive and anti-competitive effects.

Incomplete Notification

During a merger control proceeding, if a notification is deemed incomplete, the Competition Commission will request the missing information and grant the notifying parties a 15 business day period to cure the filing. This term may be extended upon request.

Failure to provide the requested information may result in a second request for information, which, if not fulfilled, may lead to the rejection of the filing.

Inaccurate or Misleading Information

The submission of inaccurate or misleading information may affect the validity of the filing and expose the notifying parties to administrative sanctions. Information submitted in the merger notification has the character of a sworn statement and must therefore be accurate, complete and not misleading.

The ASCA classifies the submission of false, altered or misleading information as a serious infringement. It also allows the authority to re-examine a concentration that has already obtained clearance if the favourable decision was based on false information.

In practice, the specific consequences will depend on the relevance of the inaccurate or misleading information, whether it affected the authority’s assessment, and whether the conduct was capable of obstructing or distorting the review process.

The procedure is divided into two different phases.

Phase I

Phase I consists of a general assessment of the transaction, where the Competition Commission determines whether the transaction may have anti-competitive effects on the relevant markets. The Competition Commission shall issue its resolution within a maximum term of 30 calendar days. However, the clock runs until all the required information is completed, as explained below.

Phase I starts with the notification. From that point, the Competition Commission has 15 business days to request additional information. If the Competition Commission does request further information, the clock starts running on the date of filing. However, if the Competition Commission issues an RFI, the clock continues to run until all of the requested information has been submitted.

This phase ends with the Competition Commission either authorising the transaction or stating that it perceives a risk of anti-competitive effects, and at this point phase II should start.

Phase II

Phase II allows the Competition Commission to assess the potential anti-competitive effects in more detail, and the potential efficiencies that may be generated to determine if they offset those anti-competitive effects. The parties may offer and discuss potential remedies with the Competition Commission. Phase II begins with an additional RFI issued by the Competition Commission and it may extend up to 90 additional calendar days, from the moment the parties fulfil that RFI.

After these phases have been completed, the Competition Commission shall determine whether it authorises the transaction, or it will indicate its concerns to the parties and grant them the opportunity to provide conditions that may mitigate these effects.

Should there be a need to file possible remedies, the parties may enter into discussions with the Competition Commission, as discussed in 5. Decision: Prohibitions and Remedies, and particularly 5.4 Negotiating Remedies With Authorities.

Parties can engage in pre-notification discussions with the Competition Commission. This has become common, especially when a transaction falls in a grey area where it is not completely clear whether or not it may be classified as a notifiable concentration. Such process would be treated confidentially.

RFIs are very common during the review process. RFIs are issued by the Competition Commission at the initial review process, and are generally related to the parties’ local activities, where the Competition Commission tends to seek more information about the market, its participants, the parties’ sales, clients and consumers, etc.

RFIs have a suspensory effect on the review period term.

The ASCA introduced a two-phase process. It is basically the same procedure, but the Commission may approve the transaction in 30 days or less in non-complex cases where it is clear that there is no potential harm to competition.

Costa Rica does not have a special fast-track procedure, since any complex or simple transaction initiates the notification process in the same manner. However, if the transaction is simple and there are no implications for the market, there will be only one phase in the process. This results in an expedited process for clearance.

The substantive test for clearance consists of an analysis of the anti-competitive and pro-competitive effects of the transaction. If the transaction clearly does not generate anti-competitive effects, or if the pro-competitive effects offset those anti-competitive effects, the Competition Commission will authorise the concentration in the first phase of the process. However, if the Competition Commission identifies any concerns regarding potential anti-competitive effects, it shall notify this to the parties and give the parties the opportunity to dispute this.

In order to do so, the parties may object to the Competition Commission’s position; they may also state the efficiencies or pro-competitive effects that may potentially derive from the concentration, and offset such anti-competitive effects. The Competition Commission may also impose additional conditions in order to mitigate the anti-competitive effects.

At the end of the second phase, if the Competition Commission considers that there are anti-competitive effects associated with the transaction that pose a significant concern, it shall give the parties the opportunity to propose measures to mitigate those effects.

Generally, horizontal and vertical mergers are analysed in more depth than conglomerate transactions, where a favourable presumption is applicable.

The parties’ market shares have an impact on whether or not the Competition Commission considers that there is potential for anti-competitive effects. However, low market shares do not waive the requirement to analyse the market. In transactions where the parties hold lower market shares, it is much more likely that the Competition Commission will follow a one-phase process and authorise the transaction more expeditiously.

The authorities frequently rely on case law from other jurisdictions, mainly the USA and the EU. However, other jurisdictions are also referenced, such as Colombia and Mexico.

There is no exhaustive list of competition concerns that the Competition Commission may analyse. As such, the Competition Commission will investigate unilateral effects, co-ordinated effects, conglomerate or portfolio effects, vertical concerns and the elimination of potential competition.

Economic efficiencies are mainly considered whenever the transaction may result in an anti-competitive effect (second phase).

Any economic efficiency may be considered (reduction of costs, economies of scale, complementary services, avoiding losing a participant in the market, consumer benefits, etc). An example of how economic efficiencies are reviewed would be a transaction that generates economies of scale that enable a company to reduce its costs and lower its final prices.

Non-competition-related issues should not be relevant in the review process. One of the main reasons why the ASCA was enforced was to grant Coprocom more independence to ensure that there is no interference of government interests other than those protected by competition law, as part of recommendations issued by the OECD in 2020. Prior to the ASCA’s entry into force, there were concerns about the interference of the Ministry of Economy over Coprocom, but these concerns have now diminished.

There are no specific rules for foreign direct investment or foreign subsidies regarding competition disposition. The only restrictions are general limitations imposed by the law on certain sectors (energy, maritime terrestrial land, etc). Foreign direct investments or foreign subsidies require a filing as long as they represent a change of control over an entity that executes commercial activities in Costa Rica. For example, if such subsidies would imply that the subsiding entity gains voting rights over the subsidised entity, such transaction can be subject to merger control if thresholds are met. However, it is a complex hypothetical situation, and there is no similar precedent that has been analysed by Coprocom.

Joint ventures are analysed based on the same rules as any other concentration. Possible co-ordination issues are considered as part of the joint venture analysis.

Coprocom is empowered to interfere through conditioning and to prohibit a transaction that had not been notified.

In order to reject a concentration and block a transaction, Coprocom only needs to demonstrate that the concentration causes a significant anti-competitive effect that is not mitigated either by the pro-competitive effect of the transaction or by the remedies suggested by the parties (if applicable).

If the transaction is not authorised, the parties may not close and shall find an alternative solution.

After the second phase of the process, if Coprocom considers that the transaction causes an anti-competitive effect, it will grant a hearing to the parties where they may propose measures to mitigate such effects. There are no specific listed measures: the parties may propose any measure that they deem appropriate to mitigate such effects. Coprocom may also suggest remedies.

Remedies that have been used include:

• the divestment of undertakings or the sale of assets (this is the most common remedy offered by the parties);
• restrictions or limitations related to the sale of services or goods;
• the obligation to supply certain goods or services to specific customers or competitors; and
• the introduction of specific clauses in agreements signed with clients or suppliers.

Remedies

Where Coprocom concludes that a transaction may generate competition concerns, the authority may discuss remedies with the notifying parties in order to mitigate the identified effects. Both structural and behavioural remedies may be considered, depending on the characteristics of the relevant market and the nature of the concerns identified during the review.

There are no legal standards that the remedies must meet; their suitability will depend on the assessment made by Coprocom on a case-by-case basis. There is no exhaustive list of possible remedies that may be implemented by the parties. As such, the parties have a wide range of possibilities regarding the remedies that they may offer.

Generally, the parties may initiate the negotiation of remedies after the second phase of the process has been concluded and once the Competition Commission determines the potential anti-competitive effects of the transaction.

However, if the initial notification identifies potential anti-competitive effects and the parties understand that the transaction will require remedies, they may approach the Competition Commission and aim to start finding an acceptable solution. The Competition Commission has an open door policy where it encourages this type of discussion, and there is no specific stage that needs to be reached before such discussions can start.

There is no standard approach regarding conditions and remedies: the conditions and specific implementation of the remedies shall be determined by the Competition Commission on a case-by-case basis. The Competition Commission may enable the parties to complete the transaction and implement the remedies afterwards, just as it may order the implementation prior to closing the transaction.

Penalties for failure to comply with the remedies range from 0.1% to 10% of the revenues of the agents involved. In addition, the Competition Commission may eventually order divestments or impose measures to ensure that the object or purpose that aims to be achieved through the measures is satisfied.

A formal decision is issued at the end of the first phase, and the second phase, where applicable. This decision contains all the information regarding the analysis of the transaction, the relevant markets, the effects on such markets, etc. The decision that is notified to the parties generally contains sensitive information such as the parties’ sales, since they must be duly motivated to comply with administrative law dispositions.

Coprocom generally publishes a non-confidential and shorter resolution, which is publicly available. This resolution tends to be much less detailed and does not reveal any sensitive information from the parties.

As mentioned above, any sensitive information will not usually be revealed, but should the parties have any concerns about specific information, they may request that Coprocom keep such information confidential.

It is not common for Coprocom to require remedies in foreign-to-foreign mergers. In complex concentrations, foreign authorities will usually impose remedies that also have repercussions in Costa Rica.

There is no legal framework that establishes how ancillary restraints should be covered; they would be determined by Coprocom on a case-by-case basis. There are precedents where Coprocom’s resolutions have covered ancillary restraints without the need to file a separate notification.

The merger review process involves the Competition Commission publishing a notice with general non-sensitive information regarding the transaction. The purpose of this publication is to allow interested third parties to appear before the Competition Commission and submit observations regarding the proposed concentration.

Third parties may submit arguments, supporting evidence and observations concerning the potential effects of the transaction, including reasons why the concentration should be authorised or opposed.

In addition, the Competition Commission may request information directly from market participants, including competitors, distributors, suppliers, customers and consumer organisations, typically through questionnaires or RFIs issued during the review process.

The Competition Commission typically contacts third parties as part of its review process. Generally, the entities approached by the Competition Commission are providers, main customers, distributors and competitors. Usually, the most significant entities in the market are approached. These contacts are generally made through broad questionnaires.

The Competition Commission may also “market test” the remedies offered by the parties. In such cases, the Authority would lean towards testing such remedies with the third parties that oppose the transaction.

The notification of the transaction is made public since the Competition Commission issues a public notice involving general information. Commercially sensitive information submitted during the review process is treated as confidential and maintained in a separate confidential case file, which is accessible only to the Competition Commission and the notifying parties.

In conclusion, the Competition Commission creates two case files:

• one confidential case file, which may only be accessed by the Authority and the notifying parties; and
• another non-confidential case file, which is accessible to the public.

There are internal agreements between authorities to exchange information and also to seek advice related to similar cases that other authorities may have reviewed. However, such co-operation is rarely disclosed.

The ruling is subject to an administrative appeal before the Competition Commission, and is then subject to judicial review. There have been no recent judicial reviews on rulings related to merger control proceedings, largely due to the fact that the transaction rejection rate is very low.

However, there have been appeals against other sanctions imposed by Coprocom. Some of those precedents have resulted in the resolutions of the Competition Commission being nullified.

An administrative appeal before the Competition Commission is generally resolved in a period of 15 business days. The judicial review does not have a clear timeframe, and it may take between one and three years.

The ASCA does not expressly provide a specific appeal mechanism for third parties to challenge merger clearance decisions. Any challenge would generally require the third party to demonstrate a direct, legitimate and legally protected interest affected by the resolution.

In addition, where absolute nullity or serious procedural defects are alleged, a third party could seek to challenge the decision through the ordinary administrative or judicial review mechanisms. There are currently no significant public precedents involving third-party challenges against merger clearance decisions.

There are no special rules on foreign direct investment or foreign subsidies. The merger authorisation process involves some co-ordinated work from the Competition Authority with other regulatory authorities in the following sectors:

• banking and finance;
• telecommunications;
• insurance;
• pensions; and
• securities.