Certain merger or acquisition operations that cause economic concentration can significantly affect the preservation of effective competition in the markets. Spain's Law on Defence of Competition establishes a system of compulsory advance monitoring by our organisation for any concentrations that represent a certain market share (art. 8.1.a) or a certain amount of turnover (art. 8.1.b), which is applicable as long as there is no obligation to provide notification of these to the European Commission.
Both of these thresholds are based on the relevance that operations of this type have for the markets being affected by the concentration (market share threshold) or for the Spanish economy in general (turnover threshold).
Any concentration operation that requires notification of the CNMC will be subject to a general obligation (with some exceptions) to suspend execution of the operation until authorisation has been received.
To provide notification of a concentration operation, the acquiring company or companies must fill in the advance notification form from the Regulations on Defence of Competition, which is available at our Electronic Office.
For any concentration operations that exceed the notification thresholds but do not appear a priori to have any significant impact on effective competition (due to a lack of overlapping between the parties; low market share of the resulting entity; etc.), the Law on Defence of Competition allows for notification using a short version of form.
The Law on Defence of Competition breaks down the procedure used by the CNMC for monitoring concentrations into two phases.
In the first phase, which will last a maximum of one month, all of the operations reported will be analysed and the Council will decide whether cases of operations reported should be closed without further analysis, or if authorisation is warranted (either with or without commitments) or if the concentration must be analysed in further detail due to the competition problems it could generate. This will give rise to a second phase of the procedure, where the participation of third-party stakeholders is solicited.
After the second-phase analysis of the concentration transaction, the Council will decide whether the concentration will be fully authorised or authorised with commitments. In cases where the commitments required are not sufficient to resolve the competition problems identified, the Council may decide to impose conditions on the concentration, in order to complement or replace the commitments proposed by the reporting party. Finally, in cases where the there are no possible commitments or conditions that would allow the competition problems identified to be resolved, we can decide to prohibit the concentration.
In cases where the Council's resolution mandates prohibition or subordination to commitments or conditions, the Ministry of the Economy will have a period of 15 days to escalate the concentration case to the Council of Ministers.
The final agreement, which may authorise the concentration either with or without conditions, must be adopted within a maximum time period of one month, and a report may be requested from us.
A fee must be paid in order to request analysis of the concentration. The amount of this fee is defined in the Annex to Law 3/2013 on creation of the CNMC, although this amount can be modified by subsequent laws on Spain's General National Budgets.
This fee can be paid by filling in form 791, which is available on our Electronic Office.
Payment of the fee for analysis and study of concentration operations from outside of Spain must take place through the account existing for this purpose at Banco Bilbao, Vizcaya y Argentaria (BBVA) under the following account name: “Comisión Nacional de los Mercados y de la Competencia. Cuenta para la recaudación de tasas en el extranjero”. A copy of the bank document demonstrating payment will serve as evidence that this fee has been paid, and it must be attached to the reporting form.
The account information for making this deposit is as follows:
- CCC: 0182 2370 4502 0169 5223
- IBAN: ES34 0182 2370 4502 0169 5223
- BIC: BBVAESMM