Uruguay: Competition Law Reform introduces premerger control for transactions above a new threshold and a “per se” prohibition of certain practices.

The Reform introduces premerger control (prior authorization) for certain economic concentrations. Until now, obtaining prior authorization was only required for concentrations resulting into a de facto monopoly.

Six months after the entry into force of the Reform, prior authorization shall be required from the Enforcement Body with respect to any act of economic concentration when the gross annual turnover in the Uruguayan territory of all the participants in the operation, in any of the last three financial years, is equal to or greater than UI 600,000,000 (six hundred million indexed units). This amount is approximately equivalent to the following figures expressed in dollars: year 2016: US$ 68,000,000; year 2017: US$ 76,300,000; and year 2018: US$ 74,100,000.

Upon request for prior authorization with respect to a concentration, the Enforcement Body may: (i) expressly or tacitly authorize it; (ii) subject the concentration to certain conditions; or (iii) deny authorization. The concentration may not be implemented until express or tacit authorization has been obtained; the latter shall occur when 60 calendar days have elapsed since the notification and the Enforcement Body has not been issued.

It is estimated that, during the 6 months transition period mentioned above, the corresponding implementing regulation will be issued.

“Per se” prohibition of certain anti-competitive practices

The Reform also introduces a list of practices prohibited “per se”, that is practices that are prohibited in and of themselves. This means that, considering the seriousness of the economic harm they imply, they do not need to be subject to a “rule of reason” analysis and cannot be justified on grounds of economic efficiency. These are concerted practices among competitors, including price fixing, output restriction, coordination in tenders, and market sharing.

In the following link you can find the full text of the approved Reform CLICK HERE.