Merger thresholds
COVID-19 Notice
Africa
Nigeria
Asia and Oceania
Australia
Cambodia
China
Hong Kong
Indonesia
India
Israel
Japan
Kazakhstan
Lao PDR
Malaysia
Myanmar
New Zealand
Philippines
Singapore
Taiwan
Thailand
Vietnam
Europe
European Union (EU)
Austria
Belarus
Croatia
Cyprus
Czech Republic
Denmark
Estonia
Finland
Germany
Greece
Hungary
Iceland
Ireland
Latvia
Lithuania
Malta
Netherlands
Norway
Poland
Portugal
Romania
Russia
Serbia
Slovak Republic
Slovenia
Spain
Sweden
Switzerland
Turkey
Ukraine
United Kingdom
North and Central America
Canada
Costa Rica
Mexico
United States
South America
Argentina
Brazil
Chile
Ecuador
Paraguay
Peru

 
PARAGUAY

Rodolfo G. Vouga Z.
Partner

rgvouga@vouga.com.py

Tel: +595 21 202 049

Rodrigo Fernández
Partner

rfernandez@vouga.com.py

Tel: +595 21 202 049

Luis Marcio Torales
Associate

lmtorales@vouga.com.py

Tel: +595 21 202 049

Cecilia Vera
Associate

cvera@vouga.com.py

Tel: +595 21 202 049

New regulation proposed

The Paraguayan Competition Commission has issued a draft of a Guideline for the treatment of Confidential Information. 

(Content available free of charge at Mergerfilers.com - sponsored by Vouga Abogados)

Relevant legislation and authorities

1) Is a merger control regulation in force?

Yes. Merger control regulation is set forth in Chapter 4 of Competition Law No. 4956/2013 (the “Paraguayan Competition Law”) and Chapter 3 of Presidential Decree No. 1490/2014 (the “Regulatory Decree”).

2) Which authorities enforce the merger control regulation?

The National Competition Commission (“Paraguayan Competition Commission”) enforces the Paraguayan Competition Law and the Regulatory Decree including the merger regulations contained therein.

Decisions of the Paraguayan Competition Commission may be appealed before the Judiciary (Tribunal of Administrative Rulings in first instance, then Supreme Court of Justice in second instance).

3) Relevant regulations and guidelines with links:

Original Spanish version Unofficial English translation

Ley de Defensa de la Competencia

Paraguayan Competition Law (English translation not available)

Decreto que reglamenta la Ley de Defensa de la Competencia y su decreto modificatorio de 2020

The Regulatory Decree, as amended in 2020 (English translation not available)

Instructivo para la Notificación de Operación de Concentración                           

Guideline for the Notification of Mergers. (English translation not available)

Borrador de Instructivo para la Declaración de Confidencialidad de los documentos presentados ante la CONACOM

Draft of Guideline for the treatment of Confidential Information (English translation not available)

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?

No.

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?

No.

Voluntary or mandatory filing

8) Is merger filing mandatory or voluntary?

Merger filing is mandatory, provided that at least one of the thresholds set forth in the Paraguayan Competition Law is met (see topic 14).

Types of transactions to file – what constitutes a merger

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

Yes, according to the Paraguayan Competition Law a merger subject to merger control is defined as a transaction whereby:

  1. two or more previously independent undertakings amalgamate into one undertaking;
  2. one or more persons who already control at least one undertaking, or one or more undertakings – by an agreement to purchase shares or assets or by any other means – acquire direct or indirect control of the entirety of or parts of one or more other undertakings; or
  3. a joint venture that will perform on a permanent basis all the functions of an independent business entity is established.

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

Yes, a merger will only be considered to take place if the transaction results in a change of control over a business.

However, transactions that result in the establishment of a new business on a permanent basis (a joint venture) controlled by two or more businesses or persons already controlling one or more businesses will also constitute a merger.

11) How is “control” defined?

The Paraguayan Competition Law states that “control” of an undertaking is obtained through rights or agreements or in other ways that will, either separately or in combination, make it possible to exert decisive influence on the operations of the undertaking. In particular, property or usage rights over the total or part of an undertaking’s asset, and rights allowing to make decisions over the undertaking’s main controlling bodies. 

12) Acquisition of a minority interest

Acquisition of a minority interest that does not result in anyone gaining control over a business is not subject to merger control.

However, if acquisition of a minority interest confers someone with de facto control of a business, the transaction will be subject to merger control. This is, for instance, the case if the buyer is provided with veto rights regarding decisions that are essential for the strategic behaviour of the business or if the remaining shares are spread over a large number of shareholders and the acquired shares de facto confer the buyer with a decisive influence on general meetings.

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

A joint venture would be caught under our merger control system, provided that it will perform on a permanent basis all the functions of an independent business entity.

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

Phase Duration/deadline
   
   
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?


modify selections