Estonia merger control (2019)
Produced in partnership with Sorainen
Estonia merger control (2019)

The following Competition guidance note Produced in partnership with Sorainen provides comprehensive and up to date legal information covering:

  • Estonia merger control (2019)
  • 1. Have there been any recent developments regarding the Estonian merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Estonia?
  • 2. Under Estonian 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 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. Is there a deadline for filing a notifiable transaction and what is the timetable thereafter for review by the Competition Authority?
  • more

A conversation with Kaupo Lepasepp, partner, and Piibe Lehtsaar, senior associate in the Tallinn office of regional law firm Sorainen, on the key issues on merger control in Estonia.

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

1. Have there been any recent developments regarding the Estonian merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Estonia?

The most recent legislative change was the entry into force on 1 January 2015 of a new act that changed the punishments for unlawful activities related to mergers. The most important change was the decriminalisation of the closing of a merger without a permit and breaching the prohibition to merge or the conditions set out for a merger, if the person has already been punished for the same offence. Additionally, the maximum fine for the merger-related offences named above was increased to €400,000 instead of the previous maximum fine of €32,000.

The Competition Authority has from time to time shown interest in seeking amendments to the merger control rules to introduce the power for it to require notification of a transaction where the relevant thresholds are not met.

2. Under Estonian merger control law, is the control test the same as the