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Merger Control Filings

Does the filing fee apply?

Yes, submitting a concentration notification to the Competition Agency requires payment of a filing fee, typically 5,000 GEL.

Do foreign-to-foreign mergers require filing?

Yes, if the foreign companies meet the turnover thresholds in Georgia (e.g., through imports or local subsidiaries), the merger must be notified.

Can we close the deal before approval?

No, closing before approval ("Gun Jumping") is illegal. The deal must be suspended until the Agency issues clearance.

What if the deal has no effect on competition?

Even if there is no market overlap, if the turnover thresholds are met, filing is mandatory. The Agency will then issue a simplified approval.

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Merger Control Filings: Obtaining Competition Agency Clearance

Large M&A transactions (mergers, acquisitions, joint ventures) in Georgia are often subject to state regulation. Under competition law, if the combined turnover of the companies involved in the deal exceeds the statutory threshold, notification to the Georgian National Competition Agency is mandatory. This process is called "Merger Control" (or concentration control). Implementing a deal without prior approval ("Gun Jumping") constitutes a serious legal violation, punishable by high fines and potentially leading to the invalidation of the transaction. Preparing a merger control filing is a complex and labor-intensive process requiring not only legal knowledge but also economic market analysis.

Legal.ge offers assistance from competition law experts who will assess your deal, prepare a comprehensive filing, and ensure timely approval from the Agency.

What Does Merger Control Service Cover?

The service covers the full cycle of concentration registration:

  • Obligation Assessment: Calculating the turnover of deal participants and determining if the transaction meets notification criteria.
  • Market Analysis: Defining the relevant market (product and geographic) and assessing the deal's impact on competition.
  • Filing Preparation: Filling out the notification form and preparing supporting documentation (economic justification, market shares).
  • Communication with Agency: Pre-notification consultations and answering Agency questions during the review process.
  • Remedies: If the Agency sees a problem, proposing commitments (e.g., divesting assets) to obtain approval.

Common Scenarios When Notification is Required

Merger control is necessary in the following cases:

  • Merger of Two Independent Companies: When two large players combine.
  • Share Acquisition: When one company acquires shares in another and gains control over it.
  • Asset Acquisition: Buying assets (e.g., a factory, retail chain) that generate turnover.
  • Joint Venture (JV) Creation: When two companies establish a new, independent economic entity.

Georgian Legal Framework

Merger control is regulated by the Law of Georgia on Competition. According to Article 11, a concentration is subject to notification if the combined annual turnover of the participants in Georgia exceeds 20 million GEL, and the turnover of each participant exceeds 5 million GEL. The Agency has 1 month for a Phase I decision and additional time for an in-depth Phase II investigation. Implementing an unauthorized concentration is punishable by a fine of up to 5% of the previous year's turnover. Also relevant is the Competition Agency's Decree on the Rule for Submission and Review of Concentration Notification.

Service Process Stages

Working with a specialist includes:

  1. Data Collection: Gathering financial data and group structure information.
  2. Drafting: Preparing the notification text and economic argumentation.
  3. Submission: Registering the filing with the Agency.
  4. Monitoring: Managing the administrative proceeding process.
  5. Clearance: Receiving the Agency's decision and closing the deal.

Why Legal.ge?

Dealing with the Competition Agency requires specific knowledge and experience. An incorrectly filled application can lead to the termination of proceedings or refusal, delaying your deal for months. Legal.ge connects you with lawyers who know the Agency's requirements precisely and will help you get the "green light" for your transaction without obstacles.

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Specialists for this service

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