The year 2024 began with important legislative developments in antitrust matters in Uruguay, particularly in relation to merger control regulations.

On January 1, 2024, the amendments to the Antitrust Law No. 18,159 (hereinafter the "Antitrust Law") included in the Accountability Law No. 20,212 became effective. We comment below the main developments.

  1. Modifies the turnover threshold applicable to economic concentrations. It changes from a combined turnover of the parties, in any of the last 3 fiscal years, of 600 million indexed units (tax included), approximately US$90 million, to 500 million indexed units (tax free), currently about US$75 million.
  2. Incorporates an exception to the prior authorization regime for low impact transactions ("de minimis" rule). It establishes that, in addition to complying with the turnover threshold indicated in the previous point, the minimum individual turnover (tax-free) of two or more participants in the transaction must be, in any of the last 3 fiscal years, equal to or greater than 30 million indexed units, approximately US$4.5 million. If this condition is not met, the transaction does not require authorization.
    Those who avail themselves of the exception must also notify the Commission of the transaction. Once notified, the Commission will determine, within 15 business days of the notification and by means of an informed decision, whether the transaction requires authorization. In this way, the legislator tried to prevent what some local politicians and economists called "pac-man" acquisitions (repeated acquisitions of companies with low turnover) from being left out of the prior control system.
  3. Incorporation of "joint ventures" to the list of economic concentration operations and definition of "control". The new wording of Section 7 of the Antitrust Law expressly includes the creation of joint ventures in the list of economic concentration operations subject to authorization (when the indicated turnover thresholds are met). It also incorporates a definition of the term "control", which is understood "as the possibility of continuously and decisively influencing, directly or indirectly, the strategy and competitive behavior of one or more entities."
  4. Referral to the general rules of the common administrative procedure. The new wording of Article 29 of the Antitrust Law establishes that in all matters not provided for in such law or in its regulatory decree, the provisions of Decree No. 500/991, i.e., the general rules of the common administrative procedure, shall apply. Previously, the LDC only referred to such rules for the investigation of anticompetitive practices and not for the merger control regime.

The Accountability Law also establishes that the Executive Branch will approve specific rules related to the criteria for quantifying the notification thresholds, as well as the requirements and conditions that notifications and requests for authorization of economic concentration must comply with.