Legislation and enforcement
The Merger Control legal framework in Cyprus is set out in the Control of Concentrations between undertakings Law of 2014 (Law 83(I)/2014), ("Law"). The competent authority responsible for its enforcement is the Cyprus Commission for the Protection of Competition ("CPC").
The legal framework applies to "concentrations" that result in the change of control on a lasting basis. As per the Law, a concentration may arise in the following scenarios:
- Merger of two or more previously independent undertakings or parts of them.
- Acquisition of direct or indirect control of the whole or parts of one or more undertakings by one or more persons already controlling at least one undertaking, or by one or more undertakings, through the purchase of securities or assets, by contract, or by any other means.
- Formation of a joint venture that performs all functions of an autonomous economic entity on a lasting basis.
According to the Law, "control" emanates from rights, contracts or other means separately or collectively granting the possibility to exercise decisive influence on an undertaking by:
- Ownership or enjoyment of all or part of the undertaking's assets, and/or
- Rights or contracts granting the possibility to exercise decisive influence over the composition, voting or decisions of an undertaking's bodies.
Concentrations subject to Merger Control – Jurisdictional thresholds for notification
The Law stipulates that concentrations of major importance must be notified to the CPC. The concentrations that fall under this category are subject to the Law and must be assessed regarding their compatibility with the functioning of competition in the market (substantive test).
The jurisdictional thresholds that must be cumulatively met in order for a concentration to be considered as one of major importance are the following:
- Each of at least two participating undertakings achieves an aggregate turnover of over €3.5 million;
- At least two participating undertakings achieve a turnover in Cyprus;
- At least €3.5 million of the aggregate turnover of all participating undertakings is achieved in Cyprus.
More information concerning the Cyprus Merger Control procedure is available here.
More information concerning the services we offer in relation to Merger Control is available here.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.