Costa Rica merger control (2019)
Produced in partnership with Zurcher Odio & Raven
Costa Rica merger control (2019)

The following Competition guidance note Produced in partnership with Zurcher Odio & Raven provides comprehensive and up to date legal information covering:

  • Costa Rica merger control (2019)
  • 1. There have been recent developments regarding the Costa Rican merger control regime. What are the main points of interest and are any further updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Costa Rica?
  • 2. Under Costa Rica merger control law, is the control test the same as the EU concept of ‘decisive influence’? If not, how does it differ and what is the position in relation to 'minority (non-controlling) shareholdings'?
  • 3. Are joint ventures caught by the national merger control provisions (including non-structural, cooperative joint ventures)?
  • 4. What are the merger control thresholds and would a purely foreign-to-foreign transaction be caught (commenting on any ‘effects’ doctrine/policy if relevant)?
  • 5. Are there any specific issues parties should be aware of when compiling and calculating the relevant turnover for applying the jurisdictional thresholds?
  • 6. Where the jurisdictional thresholds are met, is notification mandatory and must closing be suspended pending clearance?
  • 7. Is there any discretion to review transactions that fall below the notification thresholds?
  • 8. Is it possible to close the deal globally prior to local clearance?
  • 9. What is the timetable for review of a notifiable transaction?
  • more

A conversation with Claudio Donato Monge, partner, Claudio Antonio Donato Lopez, associate attorney, and Marco Lopez Volio, senior associate attorney at Costa Rican law firm Zurcher Odio & Raven, on key issues on merger control in Costa Rica.

NOTE–to see whether notification thresholds in Costa Rica and throughout the world are met, see Where to Notify.

1. There have been recent developments regarding the Costa Rican merger control regime. What are the main points of interest and are any further updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Costa Rica?

On 5 September 2019, Costa Rica approved the Act to Strengthen the Competition Authorities (ASCA). This Act includes changes to the mandatory merger control regime in Costa Rica that had been in place since April 2013.

The new Act came into effect on 18 November 2019 with the publication of the law. Furthermore, the competition authority proceeded with the publication of the new thresholds.

The main aspects or the merger control regime introduced by the ASCA are as follows:

  1. The concept of economic concentration remains very broad and keeps the same definition from the previous law that defines a concentration as ‘the merger, purchase and sale of a business establishment, or any other action that merges companies, associations, shares, capital stock, trusts, management powers or other