Key learning points from MJ reviews—anomalies, absurdities and potential pitfalls
Key learning points from MJ reviews—anomalies, absurdities and potential pitfalls

The following Competition guidance note provides comprehensive and up to date legal information covering:

  • Key learning points from MJ reviews—anomalies, absurdities and potential pitfalls
  • Turnover
  • Market shares/share of supply
  • Control tests and joint ventures
  • Filing requirement where only one party is active
  • Deadlines
  • Non-notifiable transactions
  • Voluntary regimes
  • Information gathering rather than clearance regimes
  • No thresholds
  • more

At the outset of a transaction when collecting and compiling relevant turnover (and, thereafter, assessing local threshold requirements and timing obligations), instructed counsel should bear in mind the following points.

Turnover

  1. rules for compilation, allocation (including geographical allocation) and calculation of relevant turnover differ from the EU rules, including in some EU Member States and in major non-EU jurisdictions, eg:

    1. in Austria—calculation rules mean purchaser group’s turnover is often inflated and can potentially be determinative/decisive in triggering a mandatory filing requirement. For calculating the relevant turnover, the turnover of all entities linked (directly/indirectly) to a party must be fully (100%) attributed—ie all the turnover of each and every connected subsidiary up the corporate chain in which there is a 25% shareholding or voting rights (even where control is not conferred)

    2. in Canada—for the purpose of assessing the 'size of the parties threshold', include turnover from sales in, from or into Canada (ie domestic sales, exports and imports). To calculate 'Canadian turnover' generated by Canadian assets for the ‘size of transaction threshold’, include sales in or from Canada (ie domestic sales and exports)

    3. in South Africa—turnover for each threshold limb means turnover in, into or from South Africa

    4. in Namibia—turnover for each threshold limb means turnover in, into or from Namibia

    5. in Nigeria—turnover for each threshold limb means turnover in, into or

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