AFRICA
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Asia and Oceania
Australia
Cambodia

China

Hong Kong
Indonesia
India
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Malaysia
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Philippines

Singapore
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Thailand

Vietnam
Europe
European Union (EU)
Austria
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Croatia
Cyprus
Czech Republic
Denmark
Estonia
Finland
Germany
Greece
Hungary
Iceland
Ireland
Italy

Latvia

Lithuania
Montenegro
Malta
Netherlands
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Norway
Poland
Romania
Portugal
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Slovenia
Spain
Sweden
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Ukraine
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North and Central America
Canada
Costa Rica
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Trinidad & Tobago
United States
South America
Argentina
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HONDURAS

Enrique Rodríguez
Partner

erb@aguilarcastillolove.com

Tel: +504 9990-1242

(Content available free of charge at Mergerfilers.com - sponsored by Aguilar Castillo Love)

Relevant legislation and authorities

1) Is a merger control regulation in force?

2) Which authorities enforce the merger control regulation?

3) Relevant regulations and guidelines with links:

4) Does general competition regulation apply to mergers or ancillary restrictions?

5) May an authority order a split-up of a business irrespective of a merger?

6) Other authorities that also require merger filing or may prohibit transaction
(Note that this may not be an exhaustive list and that industry-specific legislation should always be considered. Furthermore, a merger will often require change of registrations with – but not approval from – the companies register, land register and authorities that have issued permits for the activities of the merging parties.)

7) Are any parts of the territory exempted or covered by particular regulation?

Voluntary or mandatory filing

8) Is merger filing mandatory or voluntary?

Types of transactions to file – what constitutes a merger

9) Is there a general definition of transactions subject to merger control?

10) Is "change of control" of a business required?

11) How is “control” defined?

12) Acquisition of a minority interest

13) Joint ventures/joint control – which transactions constitute mergers?

Thresholds that decide whether a merger notification must be filed

14) Which thresholds decide whether a merger notification must be filed?
(Unless explicitly stated otherwise, the thresholds described under one threshold category are not cumulative with those described under another category. Thus for instance if there is a market share threshold and a turnover threshold, it is sufficient to meet one of these, unless stated otherwise.)

a) Turnover thresholds

b) Market share thresholds

c) Value of transaction thresholds

d) Assets requirements

e) Other

15) Special thresholds for particular businesses

16) Rules on calculation and geographical allocation of turnover

17) Special rules on calculation of turnover for particular businesses

18) Series of transactions that must be treated as one transaction

Exempted transactions and industries (no merger control even if thresholds ARE met)

19) Temporary change of control

20) Special industries, owners or types of transactions

21) Transactions involving only foreign businesses (foreign-to-foreign)

22) No overlap of activities of the parties

23) Other exemptions from notification duty even if thresholds ARE met?

Merger control even if thresholds are NOT met

24) May a merging party file voluntarily even if the thresholds are not exceeded?

25) May the competition authority request a merger notification or oppose a transaction even if thresholds are not met?

Referral to and from other authorities

26) Referral within the jurisdiction

27) Referral from another jurisdiction

28) Referral to another jurisdiction

29) May the merging parties request or oppose a referral decision?

Filing requirements and fees

30) Stage of transaction when notification must be filed

31) Pre-notification consultations

32) Special rules on timing of notification in case of public takeover bids and acquisitions on stock exchanges

33) Forms available for completing a notification

34) Languages that may be applied in notifications and communication

35) Documents that must be supplied with notification

36) Filing fees

Implementation of merger before approval – “gun jumping” and “carve out”

37) Is implementation of the merger before approval prohibited?

38) May the parties get permission to implement before approval?

39) Due diligence and other preparatory steps

40) Veto rights before closing and "Ordinary course of business" clauses

41) Implementation outside the jurisdiction before approval – "Carve out"

42) Consequences of implementing without approval/permission

The process – phases and deadlines

43) Phases and deadlines

Assessment and remedies/decisions

44) Tests or criteria applied when a merger is assessed

45) May any non-competition issues be considered?

46) Special tests or criteria applicable for joint ventures

47) Decisions and remedies/commitments available

Publicity and access to the file

48) How and when will details about the merger be published?

49) Access to the file for the merging parties and third parties

The merging parties:

Third parties:

Judicial review

50) Who can appeal and what may be appealed?


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