Contributed By Ferrere Abogados
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:
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.