Merger clearance approvals

In practice, the success of a merger control procedure depends on structuring the data correctly and developing the right narrative: identifying the relevant market segments, providing a reliable description of the value chain, demonstrating the absence of a significant impediment to effective competition (SIEC), and managing communication with the authority efficiently — including responses to requests for information, refinement of data and, where relevant, calibration of commitments if remedies are being considered.

Legal support in merger control proceedings – from analysis to the UOKiK decision

Our services include in particular:

• assessing whether a concentration filing is mandatory: qualification of the transaction (acquisition of control, joint venture, acquisition of part of the assets, multi-step structures) and analysis of applicable exemptions,
• analysing turnover thresholds and corporate groups in order to determine whether notification is required and who the proper notifying party is,
• identifying the relevant markets and preparing market evidence (segmentation, market shares, barriers to entry, import pressure, buyer power and supplier power) for merger control proceedings,
• preparing the merger notification to UOKiK, including collection of data, description of the transaction and corporate links, and competition law argumentation,
• handling correspondence with the authority, including responses to requests for information, supplementary submissions and explanations, as well as preparation of procedural positions,
• supporting cases that proceed to Phase II, including in-depth analysis, market testing and additional data submissions,
• advising on remedies, including the design, negotiation and implementation of structural or behavioural commitments where required to obtain clearance,
• supporting compliance with conditions and commitments after the decision, including reporting and practical implementation of remedies in the business,
• analysing transaction risks and supporting the timetable and conditions precedent / conditions subsequent (CP/CS) in transaction documents (SPA, SHA, JV),
• preparing and implementing gun-jumping procedures, including safe pre-closing cooperation rules, clean team arrangements and information flow protocols, in compliance with competition law,
• supporting transactions involving assets, organised parts of an undertaking and carve-outs, including determination of the subject matter of the concentration and the relevant turnover data,
• coordinating action in transactions that require parallel regulatory workstreams, for example where, in addition to UOKiK clearance, other administrative approvals or obligations apply in the course of the UOKiK proceedings or other regulatory proceedings.

Disputes and regulatory risks in merger control

Where there is a risk of antitrust proceedings being initiated in connection with the implementation of a concentration without prior clearance, we advise on mitigation strategy, preparation of legal submissions and conduct of correspondence with the authority. We also support clients in analysing risks arising from the implementation of conditional clearance decisions and commitments imposed in merger control proceedings.

Legal advice on concentrations

We work from a transactional perspective: we combine competition law analysis with the practical realities of the M&A process so that the merger control procedure does not delay closing, while at the same time being based on data that will withstand scrutiny by the authority. Instead of relying on general declarations of “no impact on the market”, we build the case on measurable parameters — market shares, substitutability, barriers to entry and the dynamics of competition — as well as on documents that can be defended effectively during the proceedings.

Advice in this area is provided by a team of attorneys-at-law with experience in competition law matters who have participated in numerous proceedings concerning concentrations and merger control. Please contact us for an initial assessment of the planned transaction and a proposal for the possible scope of our support.