Last Updated June 10, 2019

Law and Practice

Contributed By Ferrere Abogados

Authors



Ferrere Abogados is the only multi-jurisdictional, purely South American law firm, and has 250 attorneys across Bolivia, Ecuador, Paraguay and Uruguay, offering international-class service and participating in the majority of important deals. The M&A practice group works in collaboration with the firm’s other areas to form a multidisciplinary team offering full-service legal advice. It represents a stellar list of international and local clients from a wide range of sectors, such as retail, energy, infrastructure, insurance, construction, media and information technology, agribusiness, food, pharmaceutical, banking and real estate. Activity includes acting as buyer’s or seller’s counsel in acquisitions, leading applications for concessions, advising on greenfield projects, and developing ex ante a BIT protection strategy for a major investment.

Prior authorisation from the Antitrust Commission or specialised regulator is required only for transactions that create a de facto monopoly (100% of the relevant market).

Transactions that may trigger antitrust prior notification requirements in Uruguay are acts of economic concentration that either take place in Uruguay, or whose effects unfold – totally or partially – in Uruguayan territory. Acts of economic concentration are defined by the law as those operations that entail a modification of the participating companies’ structure of control by way of merger, acquisition of shares, quotas or membership interests, acquisition of commercial, industrial or civil establishments, total or partial acquisition of business assets, and any other transaction whereby the effective control over the whole or part of the economic units or companies is transferred.

Transactions that involve economic concentrations should be notified to the Antitrust Commission or to the specific regulator only when any of the following thresholds are met:

  • Relevant Market: when the acquirer equals or exceeds a 50% share of the relevant market as a result of the transaction; or
  • Gross sales: when the gross sales of all parties to the transaction in Uruguay, in any of the last three fiscal years, amount to UI750 million (ie, 750 million indexed units, currently approximately USD90 million) or more.

Some exceptions are stipulated in the law, such as a 'first-landing' exception and the acquisition of companies in which the buyer already has at least 50% of the shares.

The notification needs to be filed at least ten days prior to the execution of the agreement or the effective delivery of the shares.

Ferrere Abogados

Juncal 1392

+598 2900 1000

ferrere@ferrere.com www.ferrere.com
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Authors



Ferrere Abogados is the only multi-jurisdictional, purely South American law firm, and has 250 attorneys across Bolivia, Ecuador, Paraguay and Uruguay, offering international-class service and participating in the majority of important deals. The M&A practice group works in collaboration with the firm’s other areas to form a multidisciplinary team offering full-service legal advice. It represents a stellar list of international and local clients from a wide range of sectors, such as retail, energy, infrastructure, insurance, construction, media and information technology, agribusiness, food, pharmaceutical, banking and real estate. Activity includes acting as buyer’s or seller’s counsel in acquisitions, leading applications for concessions, advising on greenfield projects, and developing ex ante a BIT protection strategy for a major investment.

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