Resolution 156/2024 of the National Commission for the Defence of Competition.
Competition & Antitrust Department Report | Disposition 156/2024 of the National Competition Commission.
On January the 3rd, 2025, Disposition 156/2024 of the National Competition Commission (“CNDC”) was published in the Official Gazette.
Disposition 156 introduces changes to the technical criteria that allow certain concentration operations to be classified under the Summary Procedure (PROSUM) established by Resolution SC No. 905/2023. The main changes, which modify and eliminate exclusion criteria included in the previous version, are as follows:
-The PROSUM is no longer applicable when a regulatory body, which the CNDC has notified in accordance with the provisions of Article 17 of Law No. 27,442, opposes the transaction.
-The PROSUM is applicable in the following cases:
-In horizontal concentrations where the joint participation in each relevant market is below 50% (in the previous version, it had to be below 35%) and the increase in the IHH is less than 150 points;
-In scenarios where the target or acquiring company has holdings of more than 5% in the capital or votes of competitors;
-Creation of joint ventures by companies that remain independent; and
-In concentrations that trigger a shift from joint to exclusive control, when (i) the acquiring company competes with the target company and the market share is “substantially high”; or (ii) when the CNDC has not previously analyzed the acquisition of joint control by the company acquiring exclusive control.