COSTA RICA Law and Practice Contributed by: Claudio Donato Monge, Marco Lopez, Claudio A Donato Lopez and Carolina Retana, Zurcher, Odio & Raven
3.5 Information Included in a Filing The parties shall submit at least the following informa - tion regarding the transaction: • a detailed description of the transaction, including the type of operation and the acts required in order to execute and close the notified concentration; • identification of all the economic agents involved in the transaction; • identification of all the companies and/or individu - als that directly or indirectly control the different economic agents that are involved in the transac - tion; • identification of all the subsidiaries that are con - trolled directly or indirectly by the parties involved in the concentration; • a detailed description of the economic agents’ economic activities with incidence in Costa Rica; • a list of substitute services or goods for each of the relevant markets affected by the transaction – a description of their physical and technical char - acteristics, their uses, a general profile of clients and distribution schemes in the market is recom - mended; • a description of the relevant markets affected by the parties; • approximate market shares of the parties in the relevant markets; • a list of competitors in the relevant markets and their respective approximate market shares; • a description of the main entry barriers in the rel - evant markets; • economic justification of the transaction, including the purpose of the transaction and the efficiencies or benefits that derive therefrom; and • an analysis of the potential pro-competitive and anti-competitive effects. 3.6 Penalties/Consequences of Incomplete or During a merger control proceeding, if a notification is deemed incomplete, the Competition Commission will request the missing information and grant the notify - ing parties a 15 business day period to cure the filing. This term may be extended upon request. Inaccurate Notification Incomplete Notification
Failure to provide the requested information may result in a second request for information, which, if not fulfilled, may lead to the rejection of the filing. Inaccurate or Misleading Information The submission of inaccurate or misleading informa - tion may affect the validity of the filing and expose the notifying parties to administrative sanctions. Infor - mation submitted in the merger notification has the character of a sworn statement and must therefore be accurate, complete and not misleading. The ASCA classifies the submission of false, altered or misleading information as a serious infringement. It also allows the authority to re-examine a concentra - tion that has already obtained clearance if the favour - able decision was based on false information. In practice, the specific consequences will depend on the relevance of the inaccurate or misleading informa - tion, whether it affected the authority’s assessment, and whether the conduct was capable of obstructing or distorting the review process. 3.7 Review Process The procedure is divided into two different phases. Phase I Phase I consists of a general assessment of the transaction, where the Competition Commission determines whether the transaction may have anti- competitive effects on the relevant markets. The Com - petition Commission shall issue its resolution within a maximum term of 30 calendar days. However, the clock runs until all the required information is com - pleted, as explained below. Phase I starts with the notification. From that point, the Competition Commission has 15 business days to request additional information. If the Competition Commission does request further information, the clock starts running on the date of filing. However, if the Competition Commission issues an RFI, the clock continues to run until all of the requested information has been submitted. This phase ends with the Competition Commission either authorising the transaction or stating that it per -
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