MCCAA Launches Consultation On Amendments To Control Of Concentrations Regulations

Control of Concentrations Regulations

The Malta Competition and Consumer Affairs Authority (MCCAA) has launched a public consultation on the proposed amendments to the Control of Concentrations Regulations (S.L. 379.08 of the Laws of Malta). The purpose of these amendments is to update and streamline Malta's merger control framework, improve legal clarity, and strengthen important elements under the regime.

Changes to the Notification Thresholds

Under the current regime, concentrations must be notified when the aggregate turnover of the undertakings in Malta exceeds €2,329,373.40 and each undertaking has at least 10% of the combined aggregate turnover. The proposed amendments raise the aggregate threshold to €4.5 million, with at least two undertakings, each having an €800,000 turnover. This is intended to reduce unnecessary regulatory burdens on smaller businesses while ensuring that transactions with genuine competitive implications remain subject to review.

Introduction of the Call-In Provision

The MCCAA is also proposing the introduction of a call-in provision intended to address concentrations that fall below the notification thresholds but which may nevertheless harm competition. This would allow the Director General to investigate below-threshold transactions that could still pose significant risks to competition.

Power to request Information on Planned Mergers

The proposed amendments also introduce a new power to the Director General to request information on planned mergers, including those falling below the required thresholds. This proposal closes regulatory gaps by allowing the Office for Competition within the MCCAA (the "Office") to review planned mergers that might otherwise escape oversight or involve gun-jumping, ensuring all potentially harmful concentrations are subject to the necessary competition safeguards.

Revised Notifications Fees

Another key amendment within the proposed changes concerns the notification fees. Given the increasing complexity of merger assessments, the current fee was deemed as no longer reflecting the resources required. The MCCAA therefore aims to introduce the following tiered fees:

• A fee of €1,000 for simplified notifications,
• A fee of €6,000 for Phase I notifications (for those notifications that do not qualify for the simplified procedure); and
• The higher of €20,000 or 0.02% of combined turnover, capped at €35,000 for Phase II proceedings (for those concentrations that raise serious doubts as to its lawfulness).

Suspension of Time-Limits during Peak Holidays Periods

The Consultation also seeks to improve procedural efficiency. The proposed regulations give the Director General the discretion to suspend time limits for 10 working days in August and 10 working days in December/January. This amendment addresses the practical challenges of meeting strict deadlines for assessing proposed concentrations when key stakeholders are unavailable. This approach mirrors the European Commission's practice.

Consultation with Sectoral Regulatory Authorities

While consultation with public authorities is already possible under article 27 of the MCCAA Act (Chapter 510 of the Laws of Malta), the proposed provision formalises consultations between the Director General and sectoral-specific regulators. This ensures more informed decision-making especially in complex and regulated markets.

Alignment with EU Council Regulation 139/2004

Crucially, the MCCAA further proposes the introduction of a series of amendments aimed at aligning Malta's Control of Concentrations Regulations with the EU Council Regulation 139/2004.

Among the proposed changes is the removal of the strict 15-day deadline to notify the Office following the conclusion of an agreement, the announcement of a public bid, or the acquisition of control. Under this amendment, undertakings would notify on the basis of set triggering events, provided notification is made in good time prior to implementation. This approach mirrors the European Commission's practice and is intended to offer a more practical and flexible approach.

The Consultation also seeks to address the long-standing legal uncertainty surrounding the definition of a full-function joint venture and the turnover threshold linked to such joint ventures. In this respect, with the proposed amendments, the definition together with the methodology for calculating the relevant turnover thresholds, would be aligned with those applied by the European Commission and other EU competition authorities, thereby enhancing consistency and legal certainty.

Further alignment with EU practice is reflected in the proposed provision that the Office would no longer issue a final decision where notifying parties abandon a proposed concentration.

Additionally, the proposed amendments confer new powers on the Director General to impose interim measures aimed at restoring or maintaining effective competition, particularly where a concentration has been implemented in breach of conditions attached to a decision.

The proposed changes also include procedural improvements, notably with the introduction of two separate concentration notification forms. A new short form would apply to simplified procedures, clearly specifying the information required and the sections that may be left out.

The amendments also promote digitalisation by removing the requirement to submit multiple physical copies of the notification forms. Parties would be able to submit notifications electronically, with only one copy required.

Moreover, the assessment time limits for concentrations would be calculated in working days rather than calendar days, further aligning with EU standards.

Finally, the amendments envisage a significant increase in penalties in case of infringements. In cases involving misleading information, penalties would rise from the current range of €1,000 to €10,000, to a maximum penalty of €50,000 or up to 1% of the undertaking's total worldwide turnover in the preceding business year, whichever is higher. Penalties for failing to notify a notifiable concentration would likewise increase substantially, with penalties of up to 10% of the undertaking's total turnover.

Feedback

The proposed amendments aim to modernise Malta's merger control framework, align it with EU standards, and strengthen enforcement powers. The consultation process is ongoing until 30th January 2026.

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