Merger Control 2025 Comparisons

Merger control in Portugal is primarily governed by Law No 19/2012, of 8 May 2012, also known as the Portuguese Competition Act, which implements the EU Merger Regulation at the national level. Law No 19/2012 establishes the substantive and procedural framework for merger control, including mandatory notification requirements, the assessment of concentrations, and the Authority’s powers to approve, conditionally approve or prohibit mergers.

The Portuguese Competition Act was amended by Law No 17/2022, of 17 August 2022, implementing the ECN+ Directive (Directive (EU) 2019/1).

Other key legal texts complement the Competition Act:

• Decree-Law No 125/2014, of 18 August 2014 (Statutes of the Portuguese Competition Authority, Autoridade da Concorrência (AdC));
• Regulation No 1/E/2003, of the AdC (determines the fees to be paid for merger review procedures); and
• Regulation No 993/2021 of the AdC (sets out the Regular and Simplified Notification Forms used to file merger notifications).

In addition, the AdC has issued a range of guidance documents (soft law) to support implementation and interpretation of merger control rules, such as Guidelines for the Economic Analysis of Horizontal Mergers, Guidelines on Prior Assessment in Merger Control and Best Practices Guide on Gun-Jumping.

Regulation (EU) 2022/2560 of the European Parliament and of the Council, of 14 December 2022, on foreign subsidies distorting the internal market, can apply to transactions covered by Law No 19/2012. The Regulation requires notification to the European Commission in certain situations if a company that has received foreign subsidies is involved in a merger or acquisition (concentration) or is participating in public procurement where certain thresholds are met.

In addition, Decree-Law 138/2014, of 15 September 2014, establishes the legal regime for the safeguarding of strategic assets that are essential to ensuring national defence and security, as well as for the provision of essential services in the energy, transport and communications sectors. Pursuant to Decree-Law 138/2014, the government may oppose the acquisition of direct or indirect control, within the meaning of competition law, over a strategic asset by a person or company of a third country to the European Union or the European Economic Area, if such acquisition poses a genuine and sufficiently serious threat to national security or to the security of supply of the relevant essential services.

In mergers involving industries that are regulated by specific sectoral authorities – for example, banking and financial services, securities, insurance, energy, communications, water and waste management, media or transport – the relevant regulator(s) must provide, at the request of the AdC, a non-binding opinion on the proposed transaction before the Authority issues its final decision, in both Phase I and Phase II of the review. In addition to clearance by the Competition Authority under Law No 19/2012, some mergers in these regulated sectors may also require the independent approval of the sectoral regulator.

The AdC is the sole authority responsible for enforcing merger control legislation in Portugal (Article 5(1) of Law No 19/2012). It is an independent administrative authority with powers to review notified concentrations, approve mergers (with or without remedies), prohibit mergers that significantly impede effective competition and/or investigate and sanction gun-jumping and failure to notify. All merger notifications that meet Portuguese thresholds are filed with, reviewed by, and decided by the AdC.

Whenever a concentration of undertakings affects a market that is subject to sectoral regulation, the AdC shall, before taking a decision to terminate the procedure, request the respective regulatory authority to issue an opinion on the notified operation, setting a reasonable time limit for this purpose (Article 55(1) of Law No 19/2012). This does not prejudice the exercise by the sectoral regulatory authorities of the powers which, within the framework of their specific responsibilities, are legally conferred on them in relation to the concentration in question (Article 55(5) of Law No 19/2012).

In Portugal, notification is compulsory where a concentration meets the jurisdictional thresholds set out in Article 37 of Law No 19/2012 and has not been allocated to the European Commission under the EU Merger Regulation. Notification is required when:

• the transaction results in a market share of 50% or more in the national market or a substantial part of it;
• the transaction results in a market share between 30% and 50%, and at least two of the parties have a Portuguese turnover exceeding EUR5 million each in the last financial year; or
• the combined Portuguese turnover of all parties exceeds EUR100 million, with at least two parties individually exceeding EUR5 million in Portugal.

In such cases, the transaction is subject to a mandatory pre-closing filing with the AdC, and completion is prohibited until clearance is obtained (standstill obligation). Notifications must be submitted to the AdC after the agreement is concluded but before the transaction is implemented (Article 37(2) of Law No 19/2012).

In addition, parties may make a voluntary notification if they demonstrate a serious intention to conclude an agreement or make a public takeover bid, and proposed concentrations can also undergo a preliminary assessment by the AdC (Article 37(4) of Law No 19/2012).

Under Portuguese law, failure to notify a notifiable transaction constitutes an administrative offence and there are serious negative consequences.

The AdC can impose fines of up to 10% of the undertaking’s annual turnover (Article 69 of Law No 19/2012) and may also apply daily penalty payments of up to 5% of the average daily turnover for each day of delay (Article 72(b) of Law No 19/2012). Individuals responsible for management or supervision can also be personally fined up to 10% of their annual gross income if the breach was known (or should have been known) and not stopped (Article 73 of Law No 19/2012). Furthermore, a concentration implemented without proper clearance may be considered void or produce no legal effect until clearance is obtained.

The AdC actively investigates gun-jumping practices and other merger control breaches. In 2022, the AdC sanctioned Santa Casa da Misericórdia de Lisboa with a fine in the amount of EUR2.5million for gun-jumping, specifically, for implementing the merger before the notification to the AdC, and therefore before a clearance decision. In 2023, the AdC fined the company Lusopalex with EUR75,000 for having carried out a merger before prior notification. The merger should have been notified to the AdC before it took place, since it met the notification threshold for market share, set out in Article 37(1)(a) of Law No 19/2012. While fines for gun-jumping have been imposed, enforcement remains relatively rare compared to other competition law sanctions (eg, cartel fines).

Penalties imposed by the AdC are made public through the AdC’s official website and the publication of press releases. However, while the AdC always publishes the sanctions applied and its decisions, certain confidential information – such as business secrets, turnover figures, or trade-sensitive data – may be redacted, and some procedural details may remain confidential during ongoing investigations or appeals.

Portuguese merger control applies to “concentrations” within the meaning of Law No 19/2012. According to Article 36(1) and (2) of Law No 19/2012, a transaction is caught if it results in a lasting change of control over an undertaking (or part of it). In short, a concentration exists when a transaction leads to a lasting change of control over one or more undertakings. This can be a result of three main situations.

• Mergers – two or more previously independent undertakings merge into a single entity, or one undertaking is absorbed by another.
• Acquisition of control – one or more undertakings or individuals acquire direct or indirect control, on a lasting basis, over all or part of another undertaking. Control can be acquired by any means (not just shares), including contracts or other arrangements that allow decisive influence.
• Creation of full-function joint ventures – the creation of a joint venture that is jointly controlled and performs, on a lasting basis, all the functions of an autonomous economic entity.

Generally, internal restructurings or reorganisations are not considered to be concentrations within the meaning of Article 36(1) and (2) of Law No 19/2012, if control does not change, and all entities involved are already under the same ultimate control. On the contrary, an internal reorganisation can be caught if it introduces a new controlling shareholder, or changes from sole to joint control (or vice versa), or moves assets/businesses into a vehicle that becomes jointly controlled.

Transactions can be caught even if they involve only contractual or governance changes, provided they result in a lasting change of control. Examples that may trigger notification are shareholders’ agreements granting veto rights over strategic decisions (budget, business plan, investments, CEO appointment), changes to articles of association that create new blocking rights for a minority shareholder and alter voting thresholds in a way that confers decisive influence.

Under Article 36(3) of Law No 19/2012, “control” means the ability to exercise decisive influence over an undertaking, on a lasting basis. Control can be direct or indirect, sole (one party exercises decisive influence on its own) or joint (two or more shareholders must agree on key strategic decisions), de jure or de facto and acquired by any means (shares, rights, contracts or other arrangements which confer decisive influence).

Acquisitions of minority or other non-controlling interests are not caught unless they confer control, for instance if they give the acquirer sole control or joint control with others.

Portuguese law does not use fixed percentage thresholds (eg, 25%, 30%) to define control. Whether there is control is assessed on a case-by-case basis.

A concentration must be notified to the AdC, under Article 37(1) of Law No 19/2012, if any one of the following thresholds is met and the transaction qualifies as a concentration (ie, involves a change of control).

• Turnover threshold – notification is mandatory where, in the preceding financial year, the combined turnover in Portugal of the parties to the concentration exceeds EUR100 million, and at least two of the parties each achieved more than EUR5 million turnover in Portugal.
• Market share threshold:
1. notification is required if the transaction results in the creation or reinforcement of a market share of 50% or more in any relevant market in Portugal (or a substantial part of it); and
2. notification is also required if the transaction results in a market share of 30% or more, but less than 50%, in Portugal (or a substantial part), and at least two of the parties each have turnover in Portugal exceeding EUR5 million.

Portuguese merger control applies uniformly across all sectors. There are no lower or special competition law thresholds for specific industries such as banking, telecoms, energy or media. From a merger control jurisdiction perspective, Article 37 of Law No 19/2012 applies across the board. Nevertheless, some sectors are subject to separate regulatory clearance regimes, running in parallel to AdC review.

Under Articles 37 and 38 of Law No 19/2012, jurisdictional thresholds are based on the turnover generated in Portugal by the undertakings concerned, including the turnover of all companies in the same group (parent companies and all controlled subsidiaries); the law sets specific minimum turnover levels that determine whether a concentration must be notified to the Portuguese Competition Authority.

The turnover is calculated based on the turnover generated in Portugal, regardless of where the undertaking is established, and it is calculated on the net turnover from the preceding financial year.

Where jurisdiction is triggered by a 30% or 50% market share, the calculation depends on a reasonable definition of the relevant product and geographic market, and estimated shares based on sales or volume, industry data, internal documents, etc.

While the law defines that the turnover should be measured in Portugal, it does not provide detailed rules on the conversion of foreign currencies or on whether asset-based thresholds should use book value or fair market value; these practical matters are generally addressed in guidelines or decisions issued by the AdC.

Jurisdictional thresholds are assessed by calculating the relevant turnover and market shares of the undertakings concerned and comparing them with the statutory thresholds. The relevant entities are the undertakings directly involved in the transaction and all companies belonging to the same control group, defined by reference to majority shareholdings, voting rights, board appointment rights or other forms of decisive influence.

A seller’s turnover is generally excluded, as the seller ceases to belong to the relevant group after the transaction, unless it retains sole or joint control over the target, in which case its turnover continues to be included.

Where thresholds are assessed on a group-wide basis, this covers all entities linked by control within the meaning of Article 39 of Law No 19/2012, rather than the accounting group.

Turnover is calculated by reference to the preceding financial year, and changes during that period (such as acquisitions, divestments or business closures) are reflected by including or excluding the turnover of the relevant businesses depending on whether they formed part of the group during that reference year, in accordance with the consolidation rules set out in Article 39.

Simply put, turnover to be taken into account includes the value of products sold and services provided (ordinary activities), regardless of the market concerned, to undertakings and consumers in the relevant territory, net of taxes directly related to the turnover. 

Calculation of the turnover for the purposes of filing a notification shall take into account, cumulatively, the following turnovers: 

• the turnover of the undertakings taking part in the concentration; 
• the turnover of the undertakings in which the undertakings taking part in the concentration dispose, directly or indirectly, of:
1. a majority holding in the share capital;
2. the power to exercise more than half of the voting rights;
3. the ability to nominate more than half the members of the management or supervisory bodies; or
4. the power to manage the undertaking’s business – subsidiaries; 
• the turnover of the undertakings which, separately or jointly, have the rights or powers specified in the second subparagraph above in the participating undertakings – parent undertakings; 
• the turnover of the parent undertakings that have the rights or powers specified in the second main bullet point above – collateral undertakings; and
• the turnover of the undertakings in which the various undertakings referred to in the first to fourth main bullet points above jointly dispose of the rights or powers specified in the second bullet point above – joint ventures jointly controlled by the undertakings taking part in the concentration, their parent undertakings, collateral undertakings or subsidiaries – ie, by any of the undertakings of the group among themselves or with third-party undertakings. 

Law No 19/2012 applies to mergers that occur in Portuguese territory or that have or may have an effect within it. Accordingly, foreign-to-foreign mergers that have or may have effects within the Portuguese territory (ie, those where the statutory thresholds are met) are subject to the Competition Act.

A filing can be required even if the target has no sales or assets in Portugal, because the rules are based on turnover thresholds of the undertakings involved, not strictly on the presence of sales or assets in the territory.

It is possible for a transaction to meet the threshold even in the absence of a substantive overlap between the parties. This means that either the target or the acquirer alone may generate sufficient turnover or market share in Portugal to trigger a notification requirement, regardless of whether they compete in the same market.

However, while meeting the threshold triggers the obligation to notify, the assessment of whether the transaction may harm competition (and thus whether it could be blocked or conditioned) depends on the presence of substantive overlap or other anti-competitive effects in the relevant markets.

Joint ventures are subject to merger control if they constitute a full-function autonomous economic entity and result in a lasting change of control over the contributed assets or businesses. Full-function joint ventures that operate independently must be notified if the turnover-based jurisdictional thresholds are met, while non-full function joint ventures that perform only limited or co-ordinative functions do not constitute a concentration and are therefore exempt from notification.

The same turnover thresholds that apply to other mergers under Articles 37 and 38 of Law No 19/2012 are used to assess whether the notification requirement is triggered, with no special numeric thresholds for joint ventures.

Under Article 56 of Law No 19/2012, the AdC may only initiate an ex officio procedure if it becomes aware of a concentration that should have been notified under the merger control thresholds but was implemented without prior notification and occurred less than five years earlier. Therefore, the AdC cannot simply “call in” below-threshold transactions because they may affect competition.

Under Article 40 of Law No 19/2012, the implementation of a transaction that is subject to notification must be suspended until the AdC has issued a decision of clearance or tacit approval. The law explicitly prohibits completing the transaction before notification and before an express or tacit non-opposition decision. Implementation includes not only the formal transfer of shares or assets but also exercising control over the target (by management, decision-making or operational integration).

It is important to note that partial implementation (eg, appointing directors, merging certain operations) may also breach the standstill obligation.

As referred above in 2.2 Failure to Notify, if a transaction meets the merger control thresholds and is implemented before the AdC’s clearance decision, this violates the standstill obligation under Law No 19/2012. Such conduct is considered a serious administrative offence.

The AdC can impose fines of 10% of the undertaking’s annual turnover. Board members or managing directors may also face personal fines of up to 10% of annual income in the circumstances determined by Law No 19/2012 (Article 73 of Law No 19/2012).

Moreover, a concentration implemented in breach of the standstill obligation does not produce legal effects until clearance is obtained.

In practice, the AdC has enforced sanctions for gun‑jumping – see 2.2 Failure to Notify. Gun‑jumping decisions and fines are published in press releases and on the AdC website.

To date, the AdC’s public record of decisions does not include any case regarding a violation of the suspension obligation in cases of foreign-to-foreign transactions. Nevertheless, it should not be concluded that such violations are not investigated and sanctioned, as foreign-to-foreign transactions have traditionally represented a relevant proportion of the AdC’s merger control activity.

Portuguese merger control law provides limited exceptions and ways to mitigate the standstill/mandatory suspension of implementation, but they are narrow and strictly interpreted.

Public takeover bids on listed companies may proceed if notified to the AdC, provided the acquirer does not exercise voting or management rights or does so only to protect the full value of its investment (Article 40(2) of Law No 19/2012). Preparatory acts for public bids (eg, submitting the offer, collecting acceptances) typically do not breach the standstill obligation, if control is not exercised before clearance.

In addition, the AdC may grant a waiver or derogation at the request of the parties (Article 40(3) and (4) of Law No 19/2012), after assessing the consequences of suspension for the companies and the potential negative effects on competition. Parties may request derogation in urgent situations, and the AdC may allow the transaction or exercise of control before clearance, possibly subject to conditions to safeguard effective competition. If the target is financially failing, and no other buyer can acquire it, the AdC may grant clearance with conditions. This is not automatic; a formal notification and economic justification are required.

Under Portuguese Competition Law, the general rule is that a concentration must not be implemented before clearance (Article 40(1) of Law No 19/2012). However, in very limited circumstances, closing might be permitted before clearance by granting a derogation or waiver at the reasoned request of the parties, either before or after notification (Article 40(3) of Law No 19/2012). In assessing such a request, the AdC weighs the consequences of suspending the transaction for the parties against the potential negative effects on competition. If the AdC grants a derogation, it may impose conditions.

Law No 19/2012 does not expressly allow for (or prohibit) the possibility of carving out local businesses or assets to allow global transactions (nor are there any decisions in practice in this matter). In addition, the AdC has not issued any guidance nor adopted any decision on the possibility of carving out the local business or assets in order to allow for the completion of a global transaction.

Under Law No 19/2012, notification is mandatory before implementation, where the jurisdictional thresholds are met, but the law does not impose a strict calendar deadline. In practice, this means that although the law does not set a fixed number of days for notification after a triggering event, it is mandatory that notification occurs before any steps are taken to implement the concentration. The notification is usually filed after the signature of a binding agreement, and before closing. Notification can be made earlier if there is a good faith or serious intention to conclude the transaction (eg, signed SPA, binding offer).

Penalties for failing to notify on time, or for implementing a transaction before clearance, are significant. The AdC may impose fines of up to 10% of the aggregated worldwide turnover of the infringing company in the preceding financial year. Board members or managers may also face personal fines if they are found liable. In addition, transactions implemented without prior clearance may be considered ineffective, creating legal uncertainty, and the AdC may impose additional measures to restore competition where necessary. The AdC can also launch ex officio investigations into unnotified mergers, which can be conducted for up to five years after implementation. The penalties are usually published.

Notification is triggered when a concentration exists, which is defined as a change of control over one or more undertakings. In practice, this can arise either from a formal binding agreement (share purchase agreement, asset acquisition agreement, merger agreement) or from non-binding instruments such as letters of intent (LOIs) or memoranda of understanding (MOUs), if they create enforceable rights and obligations that effectively confer control, or make the transaction very likely to be implemented. The key test is whether the parties have taken steps that can be considered to create or transfer control, not the mere formality of the document.

Portuguese law does not require a written agreement for a transaction to be notifiable. Notification can, in principle, be based on good faith intention to reach an agreement, if it is expressed in actions or arrangements capable of conferring control (eg, voting rights, board representation or economic influence).

Under Law No 19/2012 and the AdC’s implementing regulations, the notification of a merger/concentration only becomes formally valid once the required filing fee has been paid (Articles 45(1) and 94 of Law No 19/2012). If the fee is not paid, the notification is incomplete, and the AdC will not start the review process, meaning the standstill period is not triggered.

The filing fees are based on the aggregate turnover in Portugal of the participating undertakings (see Regulation No 1/E/2003 of the AdC). The main structure is as follows.

• Base fee (Phase I) – determined by total turnover generated in Portugal:
1. EUR7,500 – if the aggregate turnover is ≤ EUR150 million;
2. EUR15,000 – if the aggregate turnover is > EUR150 million and ≤ EUR300 million; and
3. EUR25,000 – if the aggregate turnover is > EUR300 million.
• Additional fee (Phase II) – if the AdC initiates an in-depth (Phase II) investigation, an additional fee of 50% of the base fee is payable.

Without payment, the notification has no legal effect and the review period does not start.

The party or parties acquiring control over the target are responsible for submitting the notification. If multiple parties are involved in a joint acquisition, all acquiring parties are jointly responsible.

In accordance with Article 44(3) of Law No 19/2012, notification of concentration operations is submitted to the AdC using the standard notification form approved by the Authority. The form can be found in Regulation No 993/2021 of the AdC. In the case of concentrations which, on the basis of a preliminary assessment, do not raise significant competition concerns according to the criteria set out in Regulation No 993/2021, the notification shall be submitted using the Simplified Form.

Information must be sufficiently detailed to allow the AdC to assess jurisdiction and competitive effects, including:

• parties and transaction details – identity and contact details of all notifying parties and the target; ownership and control structure before and after the transaction; worldwide, EEE and Portuguese turnover;
• description of the transaction – type of transaction (merger, acquisition of sole/joint control, joint venture); date and conditions of the transaction, including agreements and proposed timeline; mechanism conferring control (shares, voting rights, veto rights, contracts); whether the transaction is conditional on regulatory approvals; and
• market and competition information – description of the activities of the parties, including products and services offered and markets in which they operate; identification of relevant product and geographic markets; market shares in relevant geographic and product markets; information about competitors, customers and suppliers; assessment of competitive effects.

Documents to be submitted:

• transaction documents – SPA, merger agreement, LOIs, MOUs or other agreements reflecting the transaction;
• corporate documents – articles of association, shareholder structure charts; and
• financial statements – last annual accounts of the relevant parties.

The filing must be submitted in Portuguese. Any documents in a foreign language must be translated into Portuguese before submission. The AdC may accept certain documents in English for a preliminary review but may require official translations for the formal file if the document is central to the assessment and if it is not understandable.

In respect of certification and other formalities, no notarisation nor apostille are generally required.

Article 45(2) of Law No 19/2012 provides that if a notification does not contain all required information or supporting documents, or if information is incomplete or inaccurate, the AdC may invite the parties to complete or correct the notification within the deadline it sets. In this case, the notification will be considered valid on the date of receipt of the information or documents by the Competition Authority. Until that moment, the review period is suspended. The AdC does not normally impose fines during this period, unless the parties attempt to close the transaction prematurely.

Article 58(c) of Law No 19/2012 lists situations in which the AdC may initiate sanctioning proceedings regarding merger control. These include situations in which information has not been provided, or if the information provided is false, inaccurate or incomplete in response to a request of the Competition Authority in the use of its supervisory powers.

Article 68 of Law No 19/2012 sets out that failure to provide accurate information — whether in a notification, in response to requests during the review, or during supervisory or investigative activity – is an administrative offence punishable with a fine.

The AdC regularly requests additional information during merger reviews; if parties attempt to mislead, or omit material facts, the AdC may impose pecuniary sanctions.

The merger review process follows a two-phase structure.

• Pre-notification/informal phase (optional) – parties may request a pre-notification meeting with the AdC to clarify whether the transaction meets notification thresholds, the scope and content of the filing and expected additional information requests. This is voluntary, and does not suspend the standstill obligation, but can speed up the formal review once the filing is submitted.
• Phase I (initial review) – begins when the AdC receives a complete notification. The AdC conducts a preliminary assessment to determine if the transaction raises serious competition concerns. It must conclude the investigation within 30 working days from the date on which the notification takes effect (Article 49(1) of Law No 19/2012). During this period, the AdC may request additional information, which suspends the clock until the parties respond (Article 49(3) and (4) of Law No 19/2012). If the AdC finds no competition concerns, it issues a Phase I clearance. If, on the contrary, it considers that the transaction in question raises serious doubts, it may initiate an in-depth investigation.
• Phase II (in-depth review) – is triggered if the AdC identifies potential competition concerns in Phase I. The AdC conducts a full investigation, including market analysis, requests for information from third parties (competitors, customers, suppliers) and possible remedies or commitments. The AdC must, in principle, decide within a maximum period of 90 working days from the date on which the notification took effect (Article 52(1) of Law No 19/2012).

The overall time for clearance depends on whether there is the need for a Phase II. Simple, non-problematic mergers are often cleared in Phase I (30–45 days). Complex transactions, particularly those involving concentrated markets or significant overlaps, usually enter Phase II, meaning a total review period of four or five months or more.

Parties are encouraged to engage in pre-notification discussions with the AdC, particularly for transactions that are complex, novel or close to the jurisdictional or substantive thresholds.

Although Law No 19/2012 does not expressly regulate pre-notification, the AdC’s merger control practice and guidance (Linhas de Orientação relativas à Avaliação Prévia em Controlo de Concentrações) recognise and facilitate informal contacts prior to formal notification. The purpose of these discussions is to help the parties and the AdC to clarify whether the transaction is notifiable, whether the simplified procedure may apply, what information and level of detail will be required in the filing, and whether any competition issues are likely to arise. Pre-notification is common where market definition may be contentious, where there are overlaps that bring the turnovers close to the simplified procedure thresholds, or where remedies might need to be considered.

In practice, pre-notification discussions are frequently used, particularly in larger or cross-border transactions, and are viewed positively by the AdC as a way to reduce the risk of incomplete notifications and clock suspensions under Article 45. Parties typically provide a short, written description of the transaction, draft notification forms and preliminary market share information. The feedback given by the AdC is informal and non-binding.

Pre-notification discussions are treated as confidential. Information shared with the AdC at this stage is not made public, is not shared with third parties, and does not trigger the formal merger control procedure or the standstill obligation.

Requests for information during merger review by the AdC are common, particularly in Phase I reviews, and they can be burdensome depending on the complexity of the transaction. They are a standard procedural tool and play an important role in determining both the duration and outcome of the review.

Requests for information are issued whenever the AdC considers that the notification does not contain sufficient detail to assess jurisdiction, market definition or competitive effects. In practice, this happens frequently, even in relatively straightforward transactions. Typical requests for information concern turnover calculations, clarification of control rights, market share data and internal segmentation of products or services. In Phase II reviews, requests for information focus, in general, on the economic effects of the merger.

Under Article 45 of Law No 19/2012, if the AdC requests additional information because the notification is incomplete or unclear, the statutory review period is suspended until the parties provide a complete response. The clock restarts only once the AdC confirms that the requested information has been satisfactorily supplied. As a result, the actual review timeline is often longer.

Certain concentrations can be reviewed under a simplified notification and accelerated assessment (Article 44(4) of Law No 19/2012). This affects both the amount of information required and the speed of the review. According to Regulation No 993/2021, transactions eligible for the simplified form are those where:

• there are no horizontal overlaps or vertical or otherwise close relationships between the parties’ activities;
• horizontal mergers where the combined market share does not exceed 20%, or 25% if the market share increase is no more than 2%;
• vertical or conglomerate mergers where the combined market share does not exceed 25%; and
• changes from exclusive to joint control, where the parties acquiring joint control (other than the one that previously held exclusive control) do not have activities in the markets where the joint venture operates, nor in vertically related or neighbouring markets.

Outside the simplified form criteria, speeding up the review process can be done by engaging in pre-notification conversations with the AdC, as well as through early submission of remedies.

In Portugal, the substantive test applied by the AdC to assess whether a concentration should be approved is the “significant impediment to effective competition” (SIEC) test, which is fully aligned with EU merger control standards.

Under Article 41 of Law No 19/2012, the AdC must prohibit a concentration if it significantly impedes effective competition in the Portuguese market, or in a substantial part of it, in particular because of the creation or strengthening of a dominant position. Conversely, a concentration must be cleared if it does not give rise to such an impediment.

The AdC assesses whether the transaction is likely to reduce competitive pressure in a way that would harm consumers, for example through higher prices, reduced output, lower quality, reduced innovation or less choice.

In applying this test, the AdC typically examines horizontal effects (reducing the intensity of competition between actual or potential competitors), vertical effects (input or customer foreclosure), and conglomerate effects (leveraging market power across related markets). The authority also considers co-ordinated effects, assessing whether the transaction makes tacit collusion more likely in oligopolistic markets.

The AdC takes into account a range of economic and structural factors, including market structure, market shares, barriers to entry or expansion, countervailing buyer power, access to inputs, and the degree of competitive constraint exercised by the remaining competitors. Efficiencies claimed by the parties may also be considered, provided they are verifiable, merger-specific and likely to benefit consumers.

The AdC first identifies the relevant product and geographic markets by examining demand-side substitutability (and, where appropriate, supply-side substitutability). This involves assessing whether customers would switch to alternative products or suppliers in response to a small but significant non-transitory increase in price, as well as considering product characteristics, prices, intended use, distribution channels and customer preferences. Geographic markets are defined based on factors such as transport costs, regulatory constraints, customer location and competitive conditions. The AdC frequently relies on EU Commission decision practice and market definitions as persuasive guidance, especially in cross-border or well-established sectors.

Once the relevant markets are defined, the AdC identifies “affected markets” – that is markets where the transaction may alter competitive conditions. These typically include:

• horizontal overlaps, where the parties are actual or potential competitors;
• vertical relationships, where one party operates upstream or downstream from the other; and
• conglomerate or neighbouring markets, where the parties supply complementary or closely related products or services.

In practice, competitive concerns are considered unlikely where overlaps are very limited. This approach is reflected in the simplified procedure criteria under Regulation No 993/2021, which the AdC also uses as an analytical benchmark in substantive assessment. In particular, horizontal overlaps are generally regarded as non-problematic where the parties’ combined market share does not exceed 20%, or up to 25% provided that the increment resulting from the transaction is very small (typically no more than 2%). For vertical or conglomerate relationships, combined market shares of 25% or less are usually considered unlikely to raise concerns.

Below these levels, transactions are often treated as unlikely to give rise to a significant impediment to effective competition, and they are frequently cleared in Phase I, sometimes under the simplified procedure. However, these thresholds are not absolute safe harbours. The AdC may still investigate further if there are specific factors suggesting competitive risk, such as high barriers to entry, buyer lock-in, network effects or markets that are already highly concentrated.

The AdC frequently looks to case law and decisions from other jurisdictions as persuasive guidance, especially when assessing complex market definitions or competitive effects. In practice, the AdC often refers to European Commission merger decisions under the EU Merger Regulation, given the legal alignment between Portuguese and EU competition law.

The AdC investigates all forms of competition concerns that could lead to a Significant Impediment to Effective Competition (SIEC). These include:

• unilateral effects (where the merged firm could independently raise prices, reduce quality, or restrict innovation because the transaction removes a significant competitor);
• co-ordinated effects (where the merger increases the likelihood of tacit or explicit collusion among remaining competitors – eg, by facilitating price alignment or market division);
• vertical concerns (risks arising when the parties operate at different levels of the supply chain, such as input foreclosure of downstream rivals or customer foreclosure upstream);
• conglomerate or portfolio effects (where a merger across related but not directly competing markets could reduce incentives for innovation or bundling strategies that harm competition);
• elimination of potential competition (where the merger removes a firm that could have entered the market or expanded to become a strong competitor in the near future).

The AdC applies an effects-based analysis in all these areas, considering market shares, barriers to entry, buyer power and the plausibility of harm. It can investigate any combination of these concerns depending on the structure of markets affected by the transaction.

Efficiencies are considered only if they are merger-specific, verifiable and likely to benefit consumers, such as cost savings, quality improvements, or innovation gains that could not be achieved without the transaction. They cannot justify a merger that would otherwise significantly impede effective competition; at the most, they may offset or mitigate identified competitive concerns. In practice, the AdC treats efficiencies cautiously, requiring detailed evidence; claimed efficiencies rarely play a decisive role in approving a merger.

There is no express legal provision allowing the AdC to take into account non-competition factors such as industrial policy, employment or labour issues, environmental or sustainability objectives, and/or national security or public interest beyond competition. As such, in practice the AdC rarely considers non-competition issues, focusing on a strictly economic and competition-oriented analysis.

Portugal has separate rules for foreign direct investment (FDI) and foreign subsidies, which are distinct from merger control under Law No 19/2012.

The FDI regime (Decree-Law No 138/2014) is designed to protect national security and public order but does not impose a mandatory notification requirement – ie, there is no general obligation to file an FDI notification in advance for all foreign investments. Rather, the government may review or intervene if it chooses to do so.

Portugal is subject to the EU Foreign Subsidies Regulation (Regulation (EU) 2022/2560), which applies to subsidies provided by non-EU governments to companies operating in the EU, including in Portugal. The FSR requires notification to the European Commission in certain situations if a company that has received foreign subsidies is involved in a merger or acquisition (concentration) or is participating in public procurement where certain thresholds are met.

The analysis distinguishes between full-function JVs (treated like standalone undertakings) and partial or limited-function JVs. If the JV performs all the functions of an independent economic entity, it is assessed as a concentration in its own right. The AdC examines whether the JV would significantly impede effective competition in relevant markets.

The AdC considers co-ordinated effects between the JV parent companies. This includes assessing whether the JV facilitates tacit or explicit collusion – eg, by exchanging commercially sensitive information or aligning strategies. The AdC may investigate joint ownership structures, decision-making rights and information flows to determine whether co-ordination could arise in markets where the parents compete.

If the JV does not function independently (eg, focuses on R&D, purchasing or production for the parents only), the AdC may analyse whether it reduces competition between the parents. Such arrangements are scrutinised for anti-competitive co-ordination or foreclosure effects, rather than standard SIEC concerns.

The AdC may prohibit a transaction entirely if, after investigation, it concludes that the concentration would lead to significant competitive harm that cannot be remedied (Article 53(1)(b) of Law No 19/2012). This is exercised through a formal decision published once the procedure is complete, and the AdC must demonstrate that the concentration significantly impedes effective competition in a national market or a substantial part of it and that this effect is not eliminated or supressed by proposed remedies or structural changes.

Instead of outright prohibition, the AdC can allow a merger to proceed subject to commitments (structural or behavioural). The transaction is cleared conditionally, and the commitments must fully address the identified competition concerns.

A prohibited transaction cannot be implemented, and any attempted implementation may trigger gun-jumping fines.

Conditional approvals are legally binding, and non-compliance with commitments and conditions can lead to additional fines.

The AdC allows parties to propose remedies when a transaction raises competition concerns (Article 51(1) and (2) of Law No 19/2012). This is standard practice in both Phase I and Phase II reviews, and the AdC actively engages with parties to design workable solutions that address the identified competition risks.

Structural remedies are the most common in practice. Typically, they involve divestiture of overlapping assets, such as production facilities, brands, retail outlets, customer contracts or pipelines, aimed at restoring pre-merger competition in the affected markets. Behavioural remedies are less common, usually applied in vertical or conglomerate cases.

Generally, no remedies are imposed for non-competition issues such as public-interest, employment or industrial policy reasons. Remedies are strictly competition-focused: their goal is to remove or reduce the risk of a SIEC.

Remedies proposed to (and imposed by) the AdC must meet a strict set of legal standards to be accepted:

• effectiveness (fully address the competition concerns identified by the AdC; partial or uncertain remedies are generally not accepted);
• credibility (remedies must be realistic and likely to be implemented);
• timeliness (remedies must be implemented promptly, typically before or immediately upon closing, to avoid any period of anti-competitive effects);
• verifiability and monitoring (the AdC must be able to monitor compliance; remedies often include reporting obligations or appointment of an independent trustee for divestitures); and
• durability (remedies must last long enough to prevent recurrence of anti-competitive effects).

The AdC will reject remedies that are conditional on uncertain future events or that cannot be realistically implemented.

Parties can begin negotiating remedies at any point during the merger control procedure (Article 51(1) of Law 19/2012), which they then submit to, and negotiate with, the AdC.

The AdC may indicate or suggest the type of remedies it considers appropriate and the competition concerns that must be addressed, but it cannot unilaterally design a full remedy package that was not formally proposed and accepted by the parties. However, this may preclude the AdC from issuing a clearance decision.

Procedural steps with respect to remedies:

• identification of concerns via pre-notification contacts or during Phase I or Phase II review;
• submission of commitments by the parties;
• market test (if needed); and
• AdC decision.

The AdC has issued guidelines on remedies, which set out detailed procedural rules on the proposal, negotiation and implementation of remedies.

In most cases, parties can complete the transaction before conditions and remedies are complied with. Conditional clearance usually allows closing of the main transaction. Remedies are then implemented post-closing, subject to deadlines. This is because both structural and behavioural remedies may need to be implemented over a number of years after the clearance decision is issued.

Failure to comply with the commitments may give rise to the invalidity of any legal acts or agreements connected with the merger and the imposition of fines of up to 10% of the turnover achieved in the preceding financial year on each undertaking involved in the infringement.

The AdC issues a formal written decision to the parties once the review is complete, whether the transaction is cleared (conditionally or unconditionally) or prohibited. The decision sets out the legal and factual reasoning and the conclusion (clearance, conditional clearance or prohibition), and any commitments or remedies required for conditional approval.

The AdC publishes a non-confidential version of both Phase I and Phase II decisions on its website (Article 90(1) of Law No 19/2012). Confidential information (eg, business secrets, sensitive financial data, or commercially sensitive documents) is redacted. The non-confidential version typically includes parties and transaction overview, markets affected, key competition analysis and remedies imposed (if any).

The leading examples of foreign-to-foreign transactions reviewed by the AdC, in which remedies were imposed, are the Dräger/Hillenbrand merger (Case 44/2003) and the SC Johnson/Sara Lee Insecticide Business merger (Case 25/2010). There have not been more recent foreign-to-foreign cases in which the Authority has imposed remedies. Notably, mergers in which the companies involved have no assets or operational presence in Portugal are generally unlikely to raise competition concerns, except in small or niche markets where the parties may hold substantial market shares.

A clearance decision (unconditional or conditional) may cover restrictions that are directly related to the implementation of the concentration and strictly necessary for its completion or proper functioning. If those conditions are met, the restraints are considered lawful by virtue of the clearance decision and do not require separate assessment under the rules on restrictive agreements. Typical examples are non-compete obligations between the seller and the acquirer or between the JV and the parent companies).

The AdC assesses ancillary restraints by reference to scope (products/services covered), geographic reach, duration, parties involved and objective necessity for the transaction.

Normally, ancillary restraints are assessed as part of the merger review or implicitly covered by the clearance decision. As such, no separate notification or exemption decision is required.

Under Law No 19/2012, third parties such as customers, competitors, suppliers or complainants may be involved in merger control proceedings, although they do not have the same procedural status as the notifying parties.

In the five working days following the date on which the notification takes effect, the AdC publishes a summary of the notification with a description of the essential elements of the concentration in two national newspapers and on its website, setting a period of not less than ten working days for third parties whose rights or legitimate interests may be affected by the operation to submit written comments (Article 47 of Law No 19/2012). Any interested parties who submit comments expressing concern about the transaction are considered opposing parties and may intervene in the proceedings at different stages, namely (i) at the preliminary hearing (the holding of which has the effect of suspending the time limit for adopting the final decision); and (ii) prior to the adoption of any decisions (decisions not to oppose or to prohibit). Opposing parties may access a non-confidential version of the AdC's file, both in Phase I and Phase II, and lodge an appeal against the AdC’s final decision.

Third parties with a legally protected interest may also exercise a limited right to be heard. In accordance with Article 47(1), interested third parties may submit observations and comments to the AdC, substantiating their position on the merger. When they do so, they are entitled to intervene in the administrative procedure for the control of mergers.

Natural or legal persons with a direct interest in the administrative procedure for the control of concentrations, or who demonstrate a legitimate interest in the information contained therein, have the right to information (Article 48(1) of Law No 19/2012).

Law No 19/2012 empowers the AdC to gather information from any relevant market participant in order to assess a concentration. In particular, Article 43(2) allows the competition authority to request information and documents from any natural or legal person that it considers relevant for the assessment of the concentration.

In practice, third-party contact commonly takes the form of written questionnaires.

Once formal commitments are received from the notifying parties, the AdC will test them with other players active in the concerned relevant market before accepting them (see Linhas de Orientação sobre a Adoção de Compromissos em Controlo de Concentrações).

The filing of a notification and a basic description of the transaction are made public, but commercially sensitive information and business secrets are protected.

Once a merger notification is accepted as complete, the AdC makes the existence of the notification public, in order to allow interested third parties to submit observations (Article 47(2) of Law No 19/2012). The publication is usually made in two of the newspapers with the highest national circulation, at the expense of the notifying party.

The AdC typically publishes the identity of the parties, the nature of the transaction (eg, acquisition of sole or joint control, creation of a joint venture), and a brief description of the affected markets.

Co-operation and the sharing of information between national competition authorities (NCAs) in the European Union exists in the case of mergers that do not qualify for review by the Commission itself (the one-stop shop review) but require clearance in several member states (“multiple filing”). This is done through the EU Merger Working Group, which consists of representatives of the European Commission and the NCAs of the European Union together with observers from the NCAs of the European Economic Area. Its objective is to foster increased consistency, convergence and co-operation among EU merger jurisdictions. The group’s mandate is to identify areas of possible improvements regarding issues arising in relation to mergers with cross-border impact, and to explore possible solutions, focusing on what is feasible within the existing legal frameworks and drawing from agency practices and experience.

Where appropriate, the NCAs encourage the parties to waive confidentiality with regard to mergers subject to co-operation.

Merger control decisions of the AdC are subject to judicial review and parties have a right to appeal under Articles 84 and 85 of Law No 19/2012. These include prohibition decisions, conditional clearance decisions (remedies), fines and sanctions and procedural and interim measures that affect any rights or interests.

The first-instance jurisdiction lies with the Tribunal da Concorrência, Regulação e Supervisão (TCRS – Tribunal for Competition, Regulation and Supervision), which has competence to review both the legal and factual basis of the AdC decisions, including the assessment of market effects, co-ordination risks and remedies imposed under merger control. Parties may request that the court annul, amend, or remit the decision back to the AdC for reconsideration. Further appeals from judgments of the TCRS may be brought before the Tribunal da Relação (Court of Appeal), in accordance with the general rules of appeal under Portuguese administrative law, and in limited cases points of law may be brought to the Supremo Tribunal de Justiça.

Once notified of the final decision issued by the AdC, the party concerned may lodge an appeal within 60 days (Article 87(1) of Law No 19/2012).

In practice, there are very few examples of judicial appeals against merger control decisions. Recently, in a case involving MidSid’s acquisition of “Dois Lados” (tobacco wholesale distribution), the Competition, Supervision and Regulation Court annulled the AdC’s decision not to oppose the merger, on the grounds that the Authority had erred in its assumptions about the market for the distribution of tobacco products in Portugal. That annulment was upheld by the Lisbon Court of Appeal; the Supreme Court of Justice considered, on 28 May 2025, that the AdC’s appeal lodged against that annulment was inadmissible.

The final decisions on merger control issued by the AdC, which include decisions clearing a concentration, are subject to judicial review and may be appealed by third parties (Article 92(1) of Law No 19/2012). According to Portuguese administrative law, such third parties must demonstrate a direct and personal interest, namely because their legally protected rights or interests have been harmed.

In the MidSid/Dois Lados case, a third party (the Portuguese Federation of Tobacco Wholesalers) challenged the AdC’s decision not to oppose the concentration – for more details, see 8.2 Typical Timeline for Appeals. The consequences for the transaction were significant. The annulment caused the clearance decision to cease producing legal effects, meaning that the parties could no longer rely on it as authorising the merger. In practice, the AdC is required to reassess the concentration, which may result in a new clearance decision (with or without remedies) or in a prohibition. Depending on how far the merger has been implemented, the annulment may also give rise to legal uncertainty regarding acts carried out in reliance on the original clearance.

Portugal is subject to foreign direct investment (FDI) screening rules and to foreign subsidies control. These regimes are separate from merger control and may, in certain cases, require additional or parallel filings beyond those required under competition law.

Besides being articulated with the EU system for the analysis of foreign direct investment for reason of public order or national security – as per Regulation (UE) 2019/452 – which includes a co-operation mechanism between member states and the EU Commission, Portugal has a national FDI screening mechanism set out in Decree-Law No 138/2014. This regime allows the Portuguese government to oppose or impose conditions on certain investments by non-EU/non-EEA investors that result in direct or indirect control of strategic assets connected with national security or the provision of essential services. The FDI regime is separate from merger control and pursues different objectives (national security and public order rather than competition). It is not a general mandatory notification system: there is no automatic filing obligation for all foreign investments. Instead, the government may intervene on its own initiative, including after closing, if it considers that a transaction poses risks to security or public order.

In addition, transactions in Portugal may be subject to the EU Foreign Subsidies Regulation (Regulation (EU) 2022/2560). This is an EU-level regime, enforced by the European Commission, which addresses distortions caused by financial contributions granted by non-EU states. Under the Regulation, a separate and mandatory notification to the European Commission is required for certain concentrations where the EU turnover thresholds are met, and at least one of the parties has received significant financial contributions from non-EU public authorities. These notification obligations are independent of, and cumulative with, national merger control filings, including in Portugal. Clearance under Portuguese merger control does not replace, and is not replaced by, clearance under the Foreign Subsidies Regulation.