Swifter merger clearance and shorter merger filings in Belgium

NL Law
EU Law

Companies can expect swifter merger clearance and simpler filing rules in Belgium. The Belgian Competition Authority has published a communication with additional rules concerning the simplified procedure for certain types of concentrations. As a result, a new category of concentrations will be eligible for a simplified merger filing, leading to swifter approval and lower costs. It will also allow the BCA to focus its resources on more problematic and complex files.

The Belgian Competition Authority (BCA) has published additional rules concerning the simplified procedure for concentrations. The communication extends the existing regime to include a new category of concentrations eligible for simplified filing.

In practice, on top of the existing category of eligible concentrations, the BCA can now also apply the simplified procedure in the following circumstances:

  • when the combined market share of all the parties to the concentration with horizontal links is less than 50% and the increase in the HHI index as a consequence of the concentration is less than 150;
  • when the combined horizontal market share is less than 50% and the incremental market share increase as a result of a concentration is below 2%.

Additionally, the BCA can apply the simplified procedure when it considers – in light of all the relevant circumstances – there to be no doubt about the admissibility of the concentration, and it does not lead to objections from the market, in the following two scenarios:

  • when two more parties to the concentration have activities in the same product and geographic market, and a combined market share between 25 and 40% at a horizontal level; or
  • when one or more parties involved in the concentration has activities in the product market upstream or downstream from the product market of one of the other parties, and the individual or combined market shares at one of these levels is between 25 and 40%.

As a result, more concentrations in Belgium will be eligible for application of the simplified procedure, thereby benefitting from a shorter decision-making period and simpler filing rules, leading to lower costs. It also implies that in such procedures the Competition College (the BCA’s ultimate decision-making body) will not need to convene because, in a simplified procedure, the examining officer (Auditeur/Auditor) alone can take such decision. This new procedure will therefore also allow the Competition College to concentrate on more important files.

This article was published in the Competition Newsletter of March 2020. Other articles in this newsletter: