COVID-19 NOTICE – TEMPORARY MODIFICATIONS OF PROCEDURES
Select Countries/Jurisdictions
Africa
expand/collapse
Asia and Oceania
expand/collapse
Europe
expand/collapse
European Union (EU)
Austria
Belarus
Croatia
Cyprus
Czech Republic
Denmark
Estonia
Finland
Germany
Greece
Hungary
Ireland
Lithuania
Malta
Netherlands
Norway
Poland
Portugal
Russia
Serbia
Slovak Republic
Spain
Sweden
Switzerland
Turkey
Ukraine
North and Central America
expand/collapse
South America
expand/collapse
Select Topics
Relevant legislation and authorities
show/hide chapter
  1. Is a merger control regulation in force?
  1. Which authorities enforce the merger control regulation?
  1. Relevant regulations and guidelines with links:
  1. Does general competition regulation apply to mergers or ancillary restrictions?
  1. May an authority order a split-up of a business irrespective of a merger?
  1. Other authorities that also require merger filing or may prohibit transaction
    (Note that this may not be an exhaustive list and that industry-specific legislation should always be considered. Furthermore, a merger will often require change of registrations with – but not approval from – the companies register, land register and authorities that have issued permits for the activities of the merging parties.)
  1. Are any parts of the territory exempted or covered by particular regulation?
Voluntary or mandatory filing
show/hide chapter
  1. Is merger filing mandatory or voluntary?
Types of transactions to file – what constitutes a merger
show/hide chapter
  1. Is there a general definition of transactions subject to merger control?
  1. Is "change of control" of a business required?
  1. How is "control" defined?
  1. Acquisition of a minority interest
  1. Joint ventures/joint control – which transactions constitute mergers?
Thresholds that decide whether a merger notification must be filed
show/hide chapter
  1. Which thresholds decide whether a merger notification must be filed?
  1. Special thresholds for particular businesses
  1. Rules on calculation and geographical allocation of turnover
  1. Special rules on calculation of turnover for particular businesses
  1. Series of transactions that must be treated as one transaction
Exempted transactions and industries (no merger control even if thresholds ARE met)
show/hide chapter
  1. Temporary change of control
  1. Special industries, owners or types of transactions
  1. Transactions involving only foreign businesses (foreign-to-foreign)
  1. No overlap of activities of the parties
  1. Other exemptions from notification duty even if thresholds ARE met?
Merger control even if thresholds are NOT met
show/hide chapter
  1. May a merging party file voluntarily even if the thresholds are not exceeded?
  1. May the competition authority request a merger notification or oppose a transaction even if thresholds are not met?
Referral to and from other authorities
show/hide chapter
  1. Referral within the jurisdiction
  1. Referral from another jurisdiction
  1. Referral to another jurisdiction
  1. May the merging parties request or oppose a referral decision?
Filing requirements and fees
show/hide chapter
  1. Stage of transaction when notification must be filed
  1. Pre-notification consultations
  1. Special rules for acquisitions on stock exchanges and public takeover bids
  1. Forms available for completing a notification
  1. Languages that may be applied in notifications and communication
  1. Documents that must be supplied with notification
  1. Filing fees
Implementation of merger before approval – "gun jumping" and "carve out"
show/hide chapter
  1. Is implementation of the merger before approval prohibited?
  1. May the parties get permission to implement before approval?
  1. Due diligence and other preparatory steps
  1. Veto rights before closing and “Ordinary course of business” clauses
  1. Implementation outside the jurisdiction before approval – "Carve out"
  1. Consequences of implementing without approval/permission
The process – phases and deadlines
show/hide chapter
  1. Phases and deadlines
Assessment and remedies/decisions
show/hide chapter
  1. Tests or criteria applied when a merger is assessed
  1. May any non-competition issues be considered?
  1. Special tests or criteria applicable for joint ventures
  1. Decisions and remedies/commitments available
Publicity and access to the file
show/hide chapter
  1. How and when will details about the merger be published?
  1. Access to the file for the merging parties and third parties
Judicial review
show/hide chapter
  1. Who can appeal and what may be appealed?

 
ESTONIA

Margit Lahevee
Partner, sworn attorney

margit.lahevee@bnt.eu

Tel: +372 667 6240

No new regulation adopted or proposed

Note that relevant regulations may be changed before your contemplated transaction is completed. Mergerfilers.com and our national experts keep information on regulations up to date and even provide alerts on adopted or proposed changes that have not come into force yet but may come into effect before the transaction is completed. When this field is green, we have no knowledge of such imminent changes to the relevant regulations.

(Content available free of charge at Mergerfilers.com - sponsored by bnt attorneys in CEE)

Relevant legislation and authorities

1) Is a merger control regulation in force?

2) Which authorities enforce the merger control regulation?

3) Relevant regulations and guidelines with links:

4) Does general competition regulation apply to mergers or ancillary restrictions?

5) May an authority order a split-up of a business irrespective of a merger?

6) Other authorities that also require merger filing or may prohibit transaction
(Note that this may not be an exhaustive list and that industry-specific legislation should always be considered. Furthermore, a merger will often require change of registrations with – but not approval from – the companies register, land register and authorities that have issued permits for the activities of the merging parties.)

7) Are any parts of the territory exempted or covered by particular regulation?

Voluntary or mandatory filing

8) Is merger filing mandatory or voluntary?

Types of transactions to file – what constitutes a merger

9) Is there a general definition of transactions subject to merger control?

10) Is "change of control" of a business required?

11) How is “control” defined?

12) Acquisition of a minority interest

13) Joint ventures/joint control – which transactions constitute mergers?

Thresholds that decide whether a merger notification must be filed

14) Which thresholds decide whether a merger notification must be filed?

a) Turnover thresholds

b) Market share thresholds

c) Value of transaction thresholds

d) Assets requirements

e) Other

15) Special thresholds for particular businesses

16) Rules on calculation and geographical allocation of turnover

17) Special rules on calculation of turnover for particular businesses

18) Series of transactions that must be treated as one transaction

Exempted transactions and industries (no merger control even if thresholds ARE met)

19) Temporary change of control

20) Special industries, owners or types of transactions

21) Transactions involving only foreign businesses (foreign-to-foreign)

22) No overlap of activities of the parties

23) Other exemptions from notification duty even if thresholds ARE met?

Merger control even if thresholds are NOT met

24) May a merging party file voluntarily even if the thresholds are not exceeded?

25) May the competition authority request a merger notification or oppose a transaction even if thresholds are not met?

Referral to and from other authorities

26) Referral within the jurisdiction

27) Referral from another jurisdiction

28) Referral to another jurisdiction

29) May the merging parties request or oppose a referral decision?

Filing requirements and fees

30) Stage of transaction when notification must be filed

31) Pre-notification consultations

32) Special rules on timing of notification in case of public takeover bids and acquisitions on stock exchanges

33) Forms available for completing a notification

34) Languages that may be applied in notifications and communication

35) Documents that must be supplied with notification

36) Filing fees

Implementation of merger before approval – “gun jumping” and “carve out”

37) Is implementation of the merger before approval prohibited?

38) May the parties get permission to implement before approval?

39) Due diligence and other preparatory steps

40) Veto rights before closing and "Ordinary course of business" clauses

41) Implementation outside the jurisdiction before approval – "Carve out"

42) Consequences of implementing without approval/permission

The process – phases and deadlines

43) Phases and deadlines

Assessment and remedies/decisions

44) Tests or criteria applied when a merger is assessed

45) May any non-competition issues be considered?

46) Special tests or criteria applicable for joint ventures

47) Decisions and remedies/commitments available

Publicity and access to the file

48) How and when will details about the merger be published?

49) Access to the file for the merging parties and third parties

The merging parties:

Third parties:

Judicial review

50) Who can appeal and what may be appealed?


modify selections