Yes, there is. Under Uruguayan law, the regime applicable to mergers and similar transactions (i.e. those that entail a change in the corporate structure of control) stems from Law No.18.159 dated July 20, 2007, on Competition ("Antitrust Act") and its Regulatory Decree N. 404/007 ("Antitrust Decree") dated as of October 10, 2007, and their amendments thereof.

On September 20, 2019, Uruguay’s executive branch promulgated Law No. 19.833 (the "Bill") modifying Law No. 18.159 which, for what relates to merger control, entered into force on April 12, 2020. The Bill includes fundamental changes, introducing a new premerger control regime applicable to all concentrations where there is a unique threshold to be considered consisting of the sum of the merging parties’ gross annual turnover in the Uruguayan territory (including Uruguayan free trade zones and turnover generated from exports) in any of the previous three accounting years equals or is higher than UI 600,000,000 (approximately USD $93,000,000 as of July 2023). The Bill also includes a worldwide ban on closing. As a consequence, from April 12, 2020, all concentrations meeting the UI 600,000,000 threshold will require the Antitrust Authority’s clearance (express or tacit) before closing (whereas, under the former regime, most concentrations – i.e., those not creating a “de facto monopoly”- only required notification on an "informative" basis and the Antitrust Authority did not have any powers to block or condition the concentration). Pursuant to the Bill, the review period is 60 days and clearance is deemed granted if the Antitrust Authority does not issue an express decision within such period. More specifically, upon request for prior authorization, the Antitrust Authority may: (i) expressly or tacitly authorize the merger; (ii) subject the concentration to certain conditions; or (iii) deny authorization.

The Bill eliminated one of the two former alternative thresholds triggering a mandatory notification (i.e. the 50 percent market share threshold), which disappeared in favor of a unique annual revenue threshold.

The Bill also introduced the "per se" prohibition of certain conducts ("hardcore cartels": price-fixing, output restriction, market sharing, public tender coordination), which were formerly assessed under the "rule of reason".

In Uruguay, the national competition regulatory agency is the "Comisión de Promoción y Defensa de la Competencia" (Commission on Promotion and Defense of Competition), ("Antitrust Authority").

Before 2021, certain specific regulatory entities including the Central Bank of Uruguay (banking), URSEC (communications) and URSEA (energy and water) were the competition regulatory agencies in relation to their respective sectors subject to regulation and connected markets.

However, pursuant to Law No. 19.996 enacted in 2021, the jurisdiction of those specific regulatory entities was limited to pre-merger control proceedings. Meanwhile, the enforcement in relation to antitrust practices shall remain at the Antitrust Authority exclusively.

No. There is no supranational regulatory agency. There are cooperation agreements in place at the MERCOSUR level with other countries within the region, but no supranational regulatory agency that could have any jurisdiction whatsoever.

Yes, there are specific merger filing requirements. These are set forth by Decree N. 404/007 and in specific resolutions issued by the Antitrust Authority from time to time. Currently, the Antitrust Authority has issued Resolution N. 87/020 which sets forth a specific form that must be filled out in order to file a merger notification.

Uruguayan merger control law may catch transactions in which only one of the undertakings concerned is Uruguayan (i.e. operates and/or generates revenues in the Uruguayan territory), insofar as the applicable threshold is met (see the relevant threshold section in this regard). There is no explicit requirement as to the parties to the transaction being incorporated within Uruguay.

The following types of transactions are caught:

• Mergers of any kind (either by incorporation or creation) are covered provided that at least one of the merged companies is Uruguayan (i.e. operates and/or generates revenues in the Uruguayan territory);
• Acquisition of shares, quotas or social participation;
• Acquisition of commercial, industrial or civil establishments – transfer of businesses as ongoing concerns or business units will qualify;
• Total or partial acquisition of assets – Since the Antitrust Act does not specify what type of asset acquisitions are included, acquisitions that imply a transfer of control of the productive units should be covered by the Antitrust Act;
• Any other type of transaction that entails a transfer of control of total or part of an economic unit or company or part of it – this is a residual category by which any other form of transaction and/or agreement that results in a transfer of control would be included.
• Internal re-organizations are not notifiable in so far as no change of control occurs (i.e. control of all entities remains in the hands of the same economic group).

In relation to the "total or partial acquisition of assets", several queries were raised over the last few years as to exactly when the sale of corporate assets would require pre-merger control or not. In that regard, the Antitrust Authority issued its Resolution No. 175/022, envisaging general guidelines in that regard.

On the contrary, there are some explicit exceptions to the duty of notification, which are the following:

• The acquisition of a company in which the buyer already held at least 50 percent of the company's shares.
• The acquisition of bonds, debentures or any other debt title of a company, or non-voting shares.
• The acquisition of a single company by a single buyer foreign company that does not have any assets or shares of another company in Uruguay (first landing).
• The acquisition of companies in the process of being liquidated, provided that only one bidder has been submitted in the bidding process.

No, so long as they do not confer control of any type.

Foreign-to-foreign transactions will be subject to the merger control regime provided they qualify as an "economic concentration" in the terms of Section 7 of the Antitrust Act (see answer to "Is notification required for minority investments?") and provided that said transaction has an impact or effect in Uruguayan territory, and if the thresholds mentioned in response to "What are the relevant thresholds for notification?" are met.

The Bill includes a pre-merger control regime applicable to all concentrations where there is a unique threshold to be considered consisting of the sum of the merging parties’ gross annual turnover in the Uruguayan territory (including Uruguayan free trade zones and turnover generated from exports) in any of the previous three accounting years equals or is higher than UI 600,000,000 (approximately USD $93,000,000 as of July 2023). The Bill also includes a worldwide ban on closing. All concentrations meeting the UI 600,000,000 threshold require the Antitrust Authority’s clearance (express or tacit) before closing. Pursuant to the Bill, the review period is 60 days and clearance is deemed granted if the Antitrust Authority does not issue an express decision within such period. More specifically, upon request for prior authorization, the Antitrust Authority may: (i) expressly or tacitly authorize the merger; (ii) subject the concentration to certain conditions; or (iii) deny authorization.

Provided one of the thresholds mentioned in "What are the relevant thresholds for notification?" is met, either related to the notification or clearance request, the filing is mandatory.

All concentrations meeting the relevant threshold require the Antitrust Authority’s (express or tacit) clearance before closing. The review period is 60 days and clearance is deemed granted if the Antitrust Authority does not issue an express decision within such period.

However, pursuant to Law No. 20.075 enacted in 2022, the Antitrust Authority is entitled to unilaterally extend the 60-day review period for 60 additional days in the following scenarios:

• “Whenever the Antitrust Authority determines, through a grounded decision, that there is a need for further analysis on the matter (in this scenario, the extension is to be considered from the expiry of the original deadline).”
• “Whenever the Antitrust Authority, through a grounded decision, requests the parties, or even third parties, to submit additional information (in this case, the extension is to be considered from the submission of the original documentation).”

All concentrations meeting the relevant threshold require the Antitrust Authority’s (express or tacit) clearance before closing. The review period is 60 days (which can be potentially extended pursuant to Law No. 20.075) and clearance is deemed granted if the Antitrust Authority does not issue an express decision within such period.

The initial filing consists of filling out a form issued by the Antitrust Authority under Resolution N. 87/020. This form should be completed in Spanish and it requires the intervention of a notary public to notarize the signatures of the parties involved or their representatives. Filling out this form requires specific knowledge of the participants of the transaction (name, address, e-mail, phone number of the companies involved, their legal representatives, their shareholders, mother companies, subsidiaries, among others), their activities, revenues and the relevant market in which they develop said activities. Also, a before and after picture of the corporate structure regarding the closing date should be provided to the Antitrust Authority regarding the transaction. This form is submitted as a sworn affidavit.

Through Resolution No. 300/021, the Antitrust Authority introduced a simplified form, applicable in scenarios in which the amount of the concentration or the value of the assets located in Uruguay that are absorbed, acquired, transferred or controlled does not exceed the amount equivalent to 5% of the threshold pursuant to Law No. 18.159, or there are no market overlaps.

No.

There is no deadline for filing a notifiable transaction. However, there is a timetable for review by the Antitrust Authority. Indeed, the concentration may not be implemented until express or tacit authorization has been obtained; the latter shall occur when 60 calendar days (which can be potentially extended pursuant to Law No. 20.075) have elapsed since the notification and the Antitrust Authority has not issued its decision.

With regard to the deadlines and phases for review by the Antitrust Authority:

• the statutory period of analysis of 60 calendar days available to the Antitrust Authority to make a decision on the request for authorisation shall start from the date on which the request for authorisation was correctly and completely filed and shall be interrupted where there are requests for information.
• the Antitrust Authority must inform the parties whether the request for authorization was made in a correct and complete manner within 10 working days, and the parties shall have 10 working days to remedy  these comments–upon expiry of this period without curing those comments, the request for authorisation is deemed not to have been made and the parties may not resubmit a new request for authorisation before a further ten working days have elapsed, and
• two phases were introduced into the process for the assessment of concentrations, namely:
• there will be a first phase which cannot extend beyond the first 20 calendar days, reserved for those concentrations which, due to their impact, in the opinion of the Antitrust Authority, do not constitute a substantial decrease in competition, with a presumption that concentrations do not constitute a substantial decrease in competition when the value of the concentration or the value of the assets located in Uruguay to be absorbed, acquired, transferred or controlled does not exceed an amount equivalent to 5% of the 600,000,000 Indexed Units threshold, and
• a second phase (within the remaining 40 calendar days) for those concentrations which, in the opinion of the Antitrust Authority, could adversely affect the conditions of competition in the relevant market(s) under consideration; in this second phase, the Antitrust Authority may request additional information from the parties or third parties and will issue a public notice of the concentration for the purpose of allowing third parties to make representations regarding possible changes or impacts on the conditions of competition in the affected markets.

Pursuant to Law No. 20.075 enacted in 2022, the Antitrust Authority is entitled to unilaterally extend the aforementioned 60-day review period for 60 additional days in the following scenarios:

• “Whenever the Antitrust Authority determines, through a grounded decision, that there is a need for further analysis on the matter (in this scenario, the extension is to be considered from the expiry of the original deadline).”
• “Whenever the Antitrust Authority, through a grounded decision, requests the parties, or even third parties, to submit additional information (in this case, the extension is to be considered from the submission of the original documentation).”

The substantive test for clearance is the following: economic concentrations that have the effect or purpose of restricting, limiting, hindering, distorting or impeding current or future competition in the relevant market are prohibited.

Pursuant to the Bill, upon request for prior authorization with respect to a concentration, the Antitrust Authority may: (i) expressly or tacitly authorize it; (ii) subject the concentration to certain conditions; or (iii) deny authorization. The concentration may not be implemented until express or tacit authorization has been obtained; the latter shall occur when 60 calendar days (which can be potentially extended pursuant to Law No. 20.075) have elapsed since the notification and a decision has not been issued.

Regarding situations in which there is not an ongoing procedure before the Antitrust Authority, the Antitrust Act does not prohibit parties from doing so, and thus, parties are free to proactively offer commitments to the Antitrust Authority and collaborate with its aim regarding the defense and promotion of competition. However, during the procedure related to the request for clearance, the parties may, at any moment, present measures to mitigate the alleged impact on the relevant market. Once these measures are presented, the Antitrust Authority will analyze them in a period not exceeding 10 business days.

Resolution N° 50/009 of the Antitrust Authority establishes the following sanctions for not complying with the notification requirement:

• Warning with publication in two national newspapers of the sanction resolution, at the expense of the offender;
• Fine of minimum UI 100,000 Indexed Units and a maximum equivalent to the higher of the following amounts: (i) UI 20,000,000 (EUR 2.15 million approx.); (ii) 5 percent of the annual turnover of the offender.

Additionally, Section 39 of Decree 404/007 establishes that sanctions of an amount up to 1 percent of the annual turnover of the breaching companies could be imposed on each of the directors or representatives of such companies. Also, if the punishable conduct was undertaken by a company controlled by one or more companies, sanctions may be also applied to the controller as well as the controller’s directors or representatives.

It is not specified whether the 5 percent and 1 percent fines are to be calculated on the basis of the worldwide or Uruguayan turnover of the breaching companies.

Please also note that the Antitrust Decree includes a specific provision (regardless of whether such provision is legal since it is not included in the Antitrust Law) pursuant to which, if the authorization for an act of economic concentration that creates a "de facto monopoly" is rejected by the Antitrust Authority, it shall not be possible to proceed with the concentration. Furthermore, should the transaction be completed without such approval, the Antitrust Authority may initiate a judicial procedure and impose administrative measures in order to remove all the effects of the act (even ex tunc). In practical terms, this means that closing an economic concentration transaction that creates a "de facto monopoly" without obtaining the relevant authorization is extremely risky.

Such penalties could affect all the parties involved, including the sellers who are selling their entire stake

Please note that pursuant to the Bill all concentrations meeting the relevant threshold require the Antitrust Authority’s (express or tacit) clearance before closing.

Unfortunately, the Bill does not set forth the legal consequences of breaching the obligation to request authorization in any concentration act requiring request thereof or, even upon request, failing to obtain such authorization at the time in which the rule so provides for ("completion of the act" or "taking control"). Therefore, upon lack of any express provision, interpreting what the consequences imply for the business (which, evidently, could be highly significant) becomes crucial.

In addition to triggering the sanctions detailed above, the legal standing of such agreement between the parties entered into and enforced without having obtained any authorization whatsoever remains unclear, regarding whether such agreement is valid, void, ineffective or any other alternative.

It is our understanding that there are elements prompting that the transaction will be valid but ineffective, however, this is – as pointed out – an unclear issue.

Under Section 45 of Decree N. 404/007 it is stated that whenever a merger is implemented without being duly authorized, the Antitrust Authority will apply judicial and administrative penalties to revert the merger's effects.

Unfortunately, the Bill does not set forth the legal consequences of breaching the obligation to request authorization in any concentration act requiring request thereof or, even upon request, failing to obtain such authorization at the time in which the rule so provides for ("completion of the act" or "taking control"). Therefore, upon lack of any express provision, interpreting what the consequences imply for the business (which, evidently, could be highly significant) becomes crucial.

In addition to triggering the sanctions detailed above, the legal standing of such agreement between the parties entered into and enforced without having obtained any authorization whatsoever remains unclear, regarding whether such agreement is valid, void, ineffective or any other alternative.

It is our understanding that there are elements prompting that the transaction will be valid but ineffective, however, this is – as pointed out – an unclear issue.

The Antitrust Act does not have a provision in this regard. However, the Antitrust Authority could initiate an ex officio investigation to analyze whether an unnotified merger should have been notified under the Antitrust Act and in fact if had been doing so in recently.

Not applicable.

Up until the entry into force of the Bill, the Antitrust Authority had very limited powers to intervene in concentrations and was very much limited to receiving a notification on a “for your information only” basis.

This has now changed with the Bill as it introduces a mandatory prior authorization system for all concentrations meeting the turnover threshold. The Antitrust Authority now has the powers to authorize or deny clearance, but also to subject clearance to conditions.

This is a major change for the Antitrust Authority and, together with the introduction of the per se rule against hardcore cartels, is one of the two main novelties brought about by this Bill.

As a result, the Antitrust Authority has taken a much more proactive role in merge control.

Not applicable.