CYPRUS Law and Practice Contributed by: Marios Pelides, Dominique Pelides and Konstantinos Efthymiadis, Georgiades & Pelides
set out in 2.5 Jurisdictional Thresholds are met. Giv - en that at least two of the undertakings must have some turnover in Cyprus, it would be very unusual for a filing to be required if the target does not have any turnover in Cyprus. However, there is no requirement for any entity to have a degree of local presence (eg, an office or similar premises). 2.9 Market Share Jurisdictional Threshold The only thresholds that are relevant in determining whether a merger control filing is required in Cyprus are those set out in 2.5 Jurisdictional Thresholds . 2.10 Joint Ventures Joint ventures may also constitute a concentration of major importance for the purposes of the Law, provid - ed that (i) the joint venture will fulfil, on a lasting basis, the role of a previously independent economic entity; and (ii) the thresholds described in 2.5 Jurisdictional Thresholds are met. As explained in 2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresh- olds , where control is acquired jointly by participants in a concentration (as would be the case in a joint venture), transactions between the joint venture and each joint venture participant (and entities connected to the participants) are ignored for the purposes of calculating turnover and, therefore, for the purposes of determining whether the jurisdictional thresholds are met. 2.11 Power of Authorities to Investigate a Transaction The CPC has wide-ranging powers to enable it to per - form its duties pursuant to the Law (including where the CPC suspects that it has not been notified about a notifiable transaction – eg, because the CPC disa - grees that the transaction does not meet the jurisdic - tional thresholds). In such cases, the CPC may: • enter any premises (apart from private residences, unless it obtains a court warrant); • check any books or other records and take copies of them; • seal any premises or documents pending its inves - tigation; and
• ask questions and request clarifications and/or information from any relevant person. The CPC does not need to provide advance warning of an exercise of its powers, although it does need to provide details of the objective and scope of the exercise, its starting date and the basis upon which it is exercising its powers. There is no statute of limitations applicable to the exercise of the CPC’s powers. Accordingly, the CPC could decide to investigate a transaction several years after its implementation. Additionally, as noted in 1.3 Enforcement Authorities , the Minister may also declare a concentration as being of major importance even if it does not meet the appli - cable thresholds, in which case the provisions of the Law will apply to that concentration. This power has very rarely been used. 2.12 Requirement for Clearance Before Implementation Transactions (or at least the parts of a transaction that relate to Cyprus and have triggered the obliga - tion to file a notification with the Service) may not be implemented until CPC clearance (including deemed clearance) has been obtained. For notifications that proceed to a Phase II investigation, parties can apply for permission from the CPC to implement the trans - action pending clearance. See 2.15 Circumstances Where Implementation Before Clearance Is Permit- ted for further details. 2.13 Penalties for the Implementation of a Transaction Before Clearance If a concentration is put into effect without the prior approval of the CPC, the CPC may impose a fine of up to 10% of the total turnover of the relevant party for the preceding year. Additional fines (up to EUR8,000 per day) may be imposed for each day the breach continues. The CPC also has the power to order that a concentration put into effect without its approval should be (wholly or partly) reversed or disbanded, but only to the extent that this is reasonably necessary to restore functional competition on the relevant market.
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