ARMENIA Law and Practice Contributed by: Aram Orbelyan, Narine Beglaryan, Artur Hovhannisyan, Lilit Karapetyan, Sarkis Knyazyan and Shushanik Stepanyan, Concern Dialog
ments, mandate, power of attorney or other transactions) more than half of the charter capital or share in the economic entity; (b) economic entities, where the same natural or legal person, on the basis of participation and/ or a contract, has the right, in accordance with the law, to directly or indirectly dispose of (including through sale and purchase agree - ments, fiduciary management, joint activity agreements, mandate or other transactions) more than half of the charter capital or share in the economic entities; (c) a natural person, their spouse, parent, child, adoptive parent or adopted child; • transactions relating to the acquisition of securities listed on stock exchanges, except for over-the- counter transactions; • transactions concluded through auctions conduct - ed on the basis of a court decision; and • acceptance of inheritance. Notification A concentration must be declared before the Commis - sion and shall not be completed prior to receiving the Commission’s consent in the following cases: • where the applicable financial thresholds are met, specifically: (a) income thresholds (based on the previous financial year): (i) the combined income of the parties to the concentration is at least AMD4 billion; or (ii) the income of at least one of the parties is at least AMD3 billion. (b) asset thresholds (based on the previous finan - cial year or at the time of filing the declaration): (i) the combined asset value of the parties is at least AMD4 billion; or (ii) the asset value of at least one of the par - ties is at least AMD3 billion. (c) These thresholds also apply where one or more participants were not active in the previous financial year or have been active for less than 12 months. • where one of the participants in the concentration holds a dominant position in any product market in Armenia.
In all such cases, the transaction is subject to manda - tory prior declaration, and may not be implemented or closed until clearance is granted by the Commission. 6.2 Merger Control Procedure The concentration of economic entities is subject to notification before it takes effect. For the assessment of a concentration, the participants submit an applica - tion and declaration. The declaration should contain the following information: (i) the purpose of the con - centration and (ii) information about the participants (name, address, annual financial statements of the activity, volumes of goods sold during the previous year, etc). Duration of Assessment The Commission’s concentration assessment pro - cess lasts three months. Based on the Commission’s reasoned decision, the three-month period may be extended to another three months. If, during the review of a notifiable concentration, false, incomplete or misleading information is provided, or if the requested information is not submitted, the Com - mission may decide to leave the application without consideration. Such a decision may be taken at any stage of the procedure. In addition, there is a simplified assessment procedure for mixed concentration and concentration within a group of persons. In this case, the assessment pro - cedure lasts one month. Liability Failure to declare the concentration as stipulated by the Law on the Protection of Economic Competition and Consumer Interests shall lead to the imposition of a fine of up to AMD5 million. The fine imposed for enacting a prohibited concentra - tion shall be up to 10% of the turnover of the preced - ing financial year. Also, enacted prohibited concentrations shall be sub - ject to liquidation (annulment, cessation) according to the procedure defined by the legislation.
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