DOMINICAN REPUBLIC Law and Practice Contributed by: Sarah de León Perelló, Elizabeth Silfa Micheli and Naomi Rodríguez Manzueta, Headrick Rizik Álvarez & Fernández
action, the telecommunications service provider must comply with the procedure provided for in INDOTEL’s Regulation for Authorisations. Authorisation of change of control is issued by INDO - TEL via a resolution. The process takes at least 97 business days. In the case of free zone companies, a change in their shareholding structure requires a formal notice to be given to the National Council of Free Export Zones ( Consejo Nacional de Zonas Francas de Exportación – CNZFE), which may be given after the transaction has closed or the change is effective. This notice is not legally mandated and is made purely for informa - tional purposes. No prior authorisation is required for changes to the shareholding structure of a free zone company. 6.3 Cartels Law No 42-08 governs anti-competitive agreements and practices. It prohibits all practices, acts and agreements between competitor economic agents, be it express or implicit, in writing or verbal, that have for effect imposing unjustified barriers in the market. Law No 42-08 is a public policy law whose purpose is to promote and defend effective competition with the aim of increasing economic efficiency in goods and services markets with a view to generating benefits and value for consumers and users of said goods and services in the Dominican territory. It is applicable to all economic agents, legal or natural persons, gov - erned by private or public law, for profit or non-profit, foreign or domestic, that do business in Dominican territory. It is also applicable to: • acts, agreements or conducts, including those derived from a dominant position, that originate outside the Dominican territory, if they have restric - tive effects on competition within the national terri - tory; and • acts, agreements and administrative provisions that have the effect of restricting competition. Law No 42-08 basically regulates: • concerted practices;
• abuse of dominant position; and • unfair competition.
The National Commission for the Defence of Com - petition ( ProCompetencia ) is the authority in charge of ensuring the protection of free competition in the Dominican Republic. In certain regulated sectors, the applicable sectorial laws contain provisions regarding the defence of free competition that delegate functions in this area to the regulator of the sector in question (eg, INDOTEL in matters of telecommunications). 6.4 Abuse of Dominant Position Economic Dependence The abuse of economic dependency, the economic subordination of one contracting party to the other in a given contract, is not regulated. There are legal provi - sions, such as Consumer Protection Law No 358-05, that prohibit abusive clauses in adhesion contracts in commercial relations with consumers (B2C). The commercial or contractual relationships between pro - fessionals (B2B) are governed based on the principle of “the free will to contract” and Article 1134 of the Dominican Civil Code, which establishes that legally formed agreements have the force of law between the parties. Abuse of Dominant Position Law No 42-08 prohibits the abuse of dominant posi - tion. Pursuant to the provisions of this Law, domi - nant position is defined as the control of the relevant market enjoyed by an economic agent, by itself or jointly with others, that gives it the power to hinder the maintenance of effective competition or allows it to act in said market regardless of the behaviour of its competitors, clients or consumers. The possession of a dominant position in the market or its increase, by itself, does not constitute an offence under the law, only its abuse.
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