The Finnish Consumer and Competition Authority ("FCCA") is updating its merger notification form. The FCCA previously announced that the current form used for notifying a merger does not correspond today's needs in merger control. The planned reforms aim to make notification procedure more effective by directing resources in potentially problematic mergers or alternatively simplifying the process in unproblematic mergers.
The main reforms will involve adding a new category concerning potential competitors and the notifying party shall present its own market definition with alternative definitions. The market share limits shall be reviewed together with all realistically alternative definitions.
The scope of information requirements is based on the type of connection of the parties. In other words, information requirements will be wider in cases where overlaps or vertical connections appear.
The main reforms in information requirements concern (i) affected markets, (ii) reportable markets, (iii) other markets where the merger may affect significantly, and (iv) markets without horizontal overlap or vertical connections.
Merger notification requires full information in an affected market where there is a horizontal overlap between the parties and their combined market share exceeds 20% (previously 15%). Additionally, full information is required in notifications where a vertical connection exists between the parties and their combined market share exceeds 30% (previously 20%)
A merger notification concerning a reportable market requires a description of other market(s), on which the parties have horizontal overlap (market share less than 20%) or vertical connection (market share less than 30%).
Regarding other markets where the merger may affect significantly, market information is required if the parties act on a same market and their individual or combined turnover exceeds 30% on this same market. Additionally, the same applies in cases where one party has a market share of 30% and the other party either holds an essential IPR or is a potential competitor.
If the notifying party considers that there are neither horizontal overlaps nor vertical connections between the parties, the notification shall include a report specifying the grounds of being left outside of the scope.
In addition, the FCCA is going to abolish the current merger control guidelines from year 2010 and introduce new separate guidance on the merger control process before the FCCA, on the new merger control form and on commitments. The FCCA is also planning to update the current guidance covering issues such as the calculation of relevant turnover and ancillary restrictions.
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