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05 March 2009
The information and documentation to be submitted to the Federal Competition Commission in a pre-merger filing depends on the type of filing. The commission generally accepts a simplified filing for expedited review if it is clear that the transaction will have no harmful anti-competitive effects (ie, where the merging entities' activities do not overlap). However, a full filing is typically required where overlap exists.
Both types of filing require the parties to provide:
For a full filing, the parties must also submit an explanation of the efficiencies that will be achieved as a result of the transaction and certain economic information about:
The commission has published guidelines to assist parties in this process.
In general, for a full filing the parties directly involved in the transaction must jointly file a pre-merger notice, whereas in a simplified filing only the buyer is responsible for such a submission. However, exceptions may apply.
The commission allows parties to provide photocopies of most documents, but only the original writ of notification and evidence of power of attorney will be accepted. In principle, documents in English may be submitted, provided that the relevant sections are translated into Spanish.
If a filing is incomplete or if the commission decides - as it has discretion to do - that it requires additional information in order to carry out its analysis, the commission will request additional submissions and must grant the parties sufficient time to comply with its request, except where the commission requires only basic information, which must be filed within five business days. As far as possible, the parties should provide all the information that the commission requires for its analysis in its initial submission, as the review period does not begin to run until the commission has a complete file.
Therefore, parties to a transaction should carry out a detailed analysis in order to:
Moreover, the parties must take appropriate precautions to avoid sharing sensitive information that could result in an improper benefit before the transaction closes.
For further information on this topic please contact José Ruíz López or Luis Gerardo García Santos Coy at Creel, García-Cuéllar, Aiza y Enríquez by telephone (+52 55 1105 0600) or by fax (+52 55 1105 0690) or by email (firstname.lastname@example.org or email@example.com).
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José Ruiz López
Luis Gerardo Garcia Santos Coy