After we have answered positively to the question whether a transaction is a subject to control from the Commission for Protection of Competition (CPC) and respectively an obligation for notification has occurred one must proceed to a corresponding procedure.
Who notifies?
Depending on the legal form of the concentration the Notification of concentration is submitted jointly by the undertakings which are in a merger or an acquisition transaction, have created a joint undertaking or acquire joint control or the person acquiring sole control.
When?
Proceedings for assessment of a concentration shall be initiated within 3 days from the receipt of the notification by CPC or after all needed information is submitted to CPC.
The notification is announced via the Commission’s electronic register and therefore every interested person can present information or give opinion for the effect of the concentration on the respective market’s competition.
Form of the Notification
From the 1st of January 2020 CPC started applying new guidelines for filling a Notification of concentration. The new sample is available here:http://reg.cpc.bg/Decision.aspx?DecID=300056739 [1]
Deadlines for finishing of the procedure
After the initiation of the proceedings for assessment of a concentration the stage of the so-called accelerated survey begins, which ends within 25 workdays.
The proceedings may continue 4 more months if after the accelerated survey a second stage is started – an in-depth survey. In cases presenting factual and legal complexity the deadline can be extended with no more than 25 workdays.
Taxes imposed by CPC in such proceedings
- 2000 BGN for the examination of the Notification, which is to be paid when submitting it.
- 0,1 % from the concentration participants’ total turnover for the previous year but no more than 60 000 BGN, which is to be paid upon issuance of the CPC resolution.
Assessment of concentration.
- Bulgaria
For assessment of concentrations in Bulgaria CPC uses the dominance test. When using it, to prohibit a concentration, the cumulative implementation of two conditions is needed: the concentration leads to creating or boosting of the dominant position and thus the effective competition of the respective market is damaged.
- European Commission
When assessing concentrations with a community dimension, the EC assess whether the notified transaction would obstruct deeply the competition in the common market or a significant part of it, in particular because of creating or boosting of the dominant position.
- Effect
Thus, the criteria for allowing a concentration in Bulgaria is lower than this in EC because Bulgarian CPC prohibit concentrations only if it finds out that after the transaction there would certainly be a dominant position, but if such position was existing before the transaction, that it was boosted. When applying the EC’s approach, the transaction’s effects are analyzed, and it can be prohibited even when it does not lead to a dominant position but when it may lead to great difficulties in the effective competition of the respective market.
Mistakes made most often
- Not notifying CPC when there is concentration.
- The exchange of information between the parties to the transaction does not comply with the minimal necessary to proceed to concentration and thus anti-competitive behavior to occur, which can cause great difficulties in the effective competition in the respective market. In this sense: https://one.oecd.org/document/DAF/COMP(2018)11/en/pdf [2]