Venezuela merger control
Produced in partnership with Lega Abogados
Venezuela merger control

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

  • Venezuela merger control
  • 1. Have there been any recent developments regarding the Venezuelan merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Venezuela?
  • 2. Under Venezuelan 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 an ‘effects’ doctrine or 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 Superintendencia de Antimonopolio?
  • more

A conversation with José Gregorio Torrealba R., partner at Venezuela law firm Leĝa Abogados, on key issues on merger control in Venezuela.

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

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

A new Antitrust Decree-Law (ADL) entered into force in November 2014, replacing the previous Promotion and Protection of Competition Act (1992). Although there are differences between the ADL and the previous legislation in the scope of application, there are no major differences to the merger control rules.

There are other regulations applicable to the merger control rules depend on the economic field of the undertakings, for example as the Telecommunications Organic Act, the Banking Act, Capitals Market Act and the Organic Law of the National Financial System. Where these regulations apply, sector-specific procedures must be followed through the appropriate regulatory authorities.

2. Under Venezuelan 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'?

Article 3 of the ADL provides the definition of ‘economic concentration’ as ‘operations that