Merger Control

Certain economic concentrations may involve possible alteration of the market structure contrary to the maintenance of effective competition. That is why establishing mechanisms to oversee such processes has become a core concern of economic policy.

Notification of concentrations to the Comisión Nacional de la Competencia is obligatory when the operations cross certain thresholds in terms of market share (30% of the relevant market) or sales (240 million euros, if at least two of the participants have annual turnover in Spain of more than 60 million euros).

The Act lays down two phases of concentration control proceedings. In the first phase, which shall last a maximum of one month, the operations that do not pose problems of competition are analysed and approved. The second phase involves more detailed analysis of the operation, with participation by interested third parties, with the aim of the CNC Council adopting the final resolution.

In the proceedings before the CNC, together with the imposition of conditions, there are also provisions to allow the notifying parties to submit commitments to resolve the possible competition problems stemming from the concentration, as well as possible consultation of interested third parties regarding those commitments.

If the Council resolves to prohibit the operation or subject it to commitments or conditions, the Minister of Economy and Finance will have fifteen days within which to refer the concentration to the Council of Ministers for its decision. The final decision of the Council of Ministers, duly reasoned, which may authorise the concentration with or without conditions, must be adopted within a maximum of one month after the referral of the proceedings, and a report may be requested from the CNC.

Notice: Pursuant to point eight of the 23 April 2008 Resolution of the President of the National Competition Commission (CNC), as amended by the 6 April 2010 Resolution of the President of the CNC (published in the BOE of 16 April 2010):

1. In relation to the payment of the fee for analysis and study of concentration operations outside Spain, the payment shall be made into the account opened for such purpose in Banco Popular under the following name “Comisión Nacional de la Competencia. Cuenta para la recaudación de tasas en el extranjero”. (“CNC. Account for receipt of fees from abroad”)

2. The fee payment voucher will be made using the Administration copy of Form 791, accompanied by the proof of payment.

The particulars of the account to be used for these payments are:

CCC: 0075 1586 91 0600017004
IBAN: ES78 0075 1586 91 0600017004