Portugal merger control
Produced in partnership with Morais Leitão, Galvão Teles, Soares da Silva
Portugal merger control

The following Competition practice note produced in partnership with Morais Leitão, Galvão Teles, Soares da Silva provides comprehensive and up to date legal information covering:

  • Portugal merger control
  • 1. Have there been any recent developments regarding the Portuguese merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Portugal?
  • 2. Under Portuguese 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 Autoridade da Concorrência?
  • More...

A conversation with Pedro Gouveia e Melo, senior lawyer at Portuguese law firm Morais Leitão, Galvão Teles, Soares da Silva on key issues on merger control in Portugal.

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

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

The Portuguese merger control regime was last amended in 2012, with the adoption of the present Competition Act (Law 19/2012, of 8 May 2012—the Competition Act).

No material changes to the merger control regime are expected in the near future.

In 2019 and the first semester of 2020, the Authority adopted 77 final decisions, including clearing the acquisition of the São Gonçalo Hospital by Grupo HPA Saúde under the failing firm defence, following a lengthy phase 2 investigation. This case is also noteworthy since subsequent to clearance the buyer was fined for gun-jumping, although the Authority allowed the payment of the fine in installments in order not to affect the medical services provided by the company in the current COVID-19 pandemic.

Gun-jumping cases have become of the enforcement priorities of the Authority, with ten such investigations initiated since January 2019.

2. Under Portuguese merger control law, is the control test the same

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