HUNGARY LAW AND PRACTICE Contributed by: Pál Szabó, Barnabás Simon, Eszter Katona, Ádám Simon, Mihály Harcos, Karim Laribi, Gábor Kutai and István Szalay-Csala, Bird & Bir d
6. Antitrust/Competition 6.1 Applicable Regulator and Process Overview
Control is defined as: • acquisition of over 50% of voting rights in the tar - get company; • the power to appoint, elect or dismiss the majority of the executive officers of the target; or • the ability to exert decisive influence over the deci - sions of the target (either by virtue of contractual arrangements or de facto). Notification thresholds The GVH must be notified of the transaction if: • the combined Hungarian net turnover of all parties (ie, the acquirer or acquirers and the target compa - ny) exceeds HUF20 billion (approximately EUR50 million) in the previous financial year; and • the individual Hungarian net turnover of each of at least two parties exceeds HUF1.5 billion (approxi - mately EUR3.75 million) in the previous financial year (the “Mandatory Thresholds”). Concentrations that do not meet the above Mandatory Thresholds, but may lead to a significant lessening of competition on the relevant market and the combined Hungarian net turnover of all parties exceeds HUF5 billion (approximately EUR12.5 million) can be volun - tary notified to the GVH (the “Voluntary Thresholds”). Specific rules apply to the calculation of thresholds for mergers including in respect of insurance companies, credit institutions, financial enterprises or investment companies, which are largely in line with those set out in the EU’s Jurisdictional Notice. Mergers that meet the EU merger control filing thresh - olds will be assessed by the European Commission in line with the “one-stop shop” principle. Notification, review and clearance timetable Filing is mandatory in the case of mergers reaching the Mandatory Thresholds and voluntary in the case of reaching the Voluntary Thresholds. An application for clearance is submitted using the simplified new filing forms since 1 July 2023 that may be downloaded from the GVH’s website and is available in both Hungarian and English. Typically, the application is the acquirer’s responsibility. It is strongly advisable to engage in a
Merger Control Regime Legislation and regulator
The Hungarian merger control regime is established by the Act LVII of 1996 on the Prohibition of Unfair and Restrictive Market Practices (the “Competition Act”). Basic procedural rules for administrative proceed - ings (including merger review) are set out in Act CL of 2016 on the General Public Administration Procedures together with the special rules in the Competition Act. The rules of the judicial review of merger control deci - sions are defined by Act I of 2017 on the Code of Administrative Litigation. Hungarian merger control rules are enforced by the Hungarian Competition Authority (GVH), which is con - sidered to be among the more business-oriented com - petition offices in the EU with state-of-the-art infra - structure and easily approachable, English-speaking staff and decision makers. The merger control pro - cess in Hungary has been significantly streamlined in the past few years. This was a combined result of legislative reforms, the introduction of a new type of fast-track procedure, and higher thresholds for notifi - cation, as well as the reduction of the administrative burden on companies. The fast-track procedure for straightforward mergers with no effects on competi - tion reduced the length of the process to as little as four to eight days. The speedy approval process is also the result of the applicants’ willingness to par - ticipate in a pre-notification meeting with the GVH, where the authority’s investigators provide feedback on a draft of the notification form allowing adjustments before submission and thereby paving the way for a seamless approval process. Transactions subject to merger control The following transactions are subject to merger clear - ance: • acquisition of sole or joint control over the whole or a part of previously independent undertakings; • merger of two or more previously independent undertakings; and • creation of a full-function joint venture.
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