In Argentina, merger control thresholds and fines for anticompetitive conduct are determined by reference to the value of an adjustable unit (AU), which is subject to annual inflation adjustment. On February 22, 2021, the Argentine Secretariat of Commerce updated the AU value to AR$55.29. Accordingly, the following reportability parameters apply in 2021.
Notifiable transactions
Under Law No. 27,442, enacted in May 2018 (the Competition Law), mergers and acquisitions of control of (or substantial influence over) an independent undertaking (or a part thereof); acquisitions of any revenue-producing asset; and the formation of certain joint ventures are reportable by the acquirer or the parties thereto, provided that:
- the group of the acquirer has assets or otherwise conducts business in Argentina, including by exporting significantly to Argentina from abroad (ie, no first landing)
- in the previous financial year, the parties’ combined Argentine revenue exceeded AR$5,529 million, representing approximately US$61.9 million[1] and
- any of (x) the Argentine portion of the transaction’s value (eg, the portion of global consideration that may be apportioned to Argentina) or (y) the value of the assets in Argentina to be transferred, exceeds AR$1,105.8 million, representing approximately US$11.7 million.[2]
Filing fees
The maximum amount of filing fees that could be charged under the Competition Law has increased to AR$1,105,800, representing approximately US$11,732.60. However, as of the date of this post, no filing fees apply to merger control filings in Argentina.
Fines for late filing
Parties who file late or jump the gun may face daily fines of up to (i) 0.1 percent of the parties’ consolidated Argentine business volume or (ii) AR$41.5 million, representing approximately US$439,973.50.
Pre-closing notification
In addition, on February 4, 2021, the Argentine Senate approved a bill that would accelerate the transition from a post-closing merger notification system to a pre-closing suspensory one. The Competition Law mandates such transition, but its effectiveness is tied to the establishment of the new National Competition Authority created thereunder, which has not been set up yet – meaning that the pre-closing system has not yet taken effect. If the bill is approved by the Argentine House of Representatives in 2021, the pre-closing notification system will become effective 90 days after publication in the official gazette.
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The summary above intends to serve as basic guidance for reportability analyses but does not purport to be exhaustive. A different filing exemption may apply to individual cases. Please contact the author with any questions.
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[1] The official exchange rate reported by Banco Nación as of December 31, 2020 was US$1 to Pesos 89.25.
[2] The official exchange rate reported by Banco Nación as of February 22, 2021 was US$1 to Pesos 94.25. The de minimis exemption is not available when any of the parties was involved in one or more concentrations in the same product market during (i) the 12 months preceding the concentration, in excess of Pesos 1,105.8 million, representing approximately US$11.7 million, or (ii) the 36 months preceding the concentration, in excess of Pesos 3,317.4 million, representing approximately US$35.2 million. Amounts shown througout this note may be subject to rounding.