CHILE Law and Practice Contributed by: Francisca Levin, Benjamín Torres, María Paz Dulanto and Antonia Silva, Cuatrecasas
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds The entities whose sales in Chile must be considered for calculating the notification thresholds depend on the type of concentration, as follows: • Mergers : the merging economic agents and their respective business groups; • Acquisitions of control : the acquirer and its busi - ness group, together with the sales generated by the target and the entities it controls; • Full - function joint ventures : the associating eco - nomic agents and their respective business groups; • Acquisitions of assets : the acquirer and its busi - ness group, together with the sales generated by the acquired assets. In acquisitions of control or assets, the seller’s turno - ver is not relevant. To calculate the sales generated by the business group, the definition of corporate control under the Securities Market Law applies. Thus, the business group includes: • the economic agent intending to concentrate; • the entities in which the economic agent intending to concentrate holds, directly or indirectly: (i) the ability to secure a majority of votes at shareholders’ meetings or to elect the majority of the directors; or (ii) the ability to exercise decisive influence; • entities that, directly or indirectly, hold the rights listed in (i) and (ii) above in the economic agent intending to concentrate; and • other entities in which the controller of the eco - nomic agent intending to concentrate holds the rights listed in (i) and (ii) above. 2.8 Foreign-to-Foreign Transactions Chile follows a local effects-based approach, as con - centrations that meet relevant turnover thresholds still need to have effects in Chile to be subject to manda - tory notification. Transactions between foreign entities are subject to merger control only when they have a sufficient local nexus with Chile and actual or potential competitive effects in Chilean markets.
dictional thresholds, it does not determine whether a transaction constitutes a concentration under the merger control regime. 2.5 Jurisdictional Thresholds A transaction is subject to mandatory notification in Chile if the turnover generated in Chile by the eco - nomic agents involved in the transaction in the year prior to the notification meets both of the following thresholds: • Individual threshold : the sales in Chile of at least two of the economic agents involved in the con - centration exceed UF450,000 (USD18,786,077 in 2025), for transactions notified in 2026; and • Combined threshold : the sum of the sales in Chile of the economic agents involved in the concen - tration exceed UF2,500,000 (USD104,367,093 in 2025, for transactions notified in 2026). These thresholds apply across all economic sectors. However, in non-contentious consultation proceed - ings, the TDLC has imposed remedies requiring spe - cific companies to notify to the FNE certain transac - tions regardless of whether the thresholds are met (eg, conditions requiring Chile’s main supermarket chains to notify all concentration transactions they carry out in the supermarket industry). 2.6 Calculations of Jurisdictional Thresholds Jurisdictional thresholds are calculated based on the turnover generated in Chile from the sale of goods and/or the provision of services by the economic agents involved in the transaction during the calendar year preceding the notification. Turnover recorded in a foreign currency must be con - verted into Chilean pesos (CLP) using the average annual exchange rate published by the Central Bank of Chile for the relevant year. The resulting amount is then converted into UF using the value of the UF as of 31 December of that year. Chilean merger control law does not establish an asset-based jurisdictional threshold.
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