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
pre-notification discussion with the GVH prior to sub - mission. There is no deadline for filing, but the merger cannot be implemented prior to clearance by the GVH. There are no specific sanctions for not filing per se, but severe sanctions, including suspension or reversion of all integration steps and financial penalties apply for closing before clearance. The GVH may investigate transactions reaching the Voluntary Thresholds for six months after closing in the absence of notification. In straightforward, non-problematic cases, the GVH closes the procedure and acknowledges the trans - action within eight days of receipt of the notification (provided that no additional information is requested) by issuing an administrative certificate (fast-track pro - cedure). If this is not the case, the GVH opens the investigation phase. If the investigation enters Phase I, the waiting peri - od is 30 days, while Phase II lasts an additional four months. The GVH may extend its review by a maxi - mum of 20 days in Phase I, and two months in Phase II. The clock also stops until information requests are complied with. If the GVH fails to issue its decision within the applicable waiting period, its approval is deemed to be granted. The GVH uses the “significant impediment to effective competition” (SIEC) test for its assessment of mergers and will clear transactions that do not result in an SIEC, particularly by creat - ing or intensifying a dominant position on the relevant market. Exemptions under notifications A special “public interest exemption” exists under the Hungarian competition regime, which permits the government to qualify a merger as “strategic” and exempt it from the merger control filing requirement. Although, in theory, this exemption can apply to FDIs as well, based on the publicly available decisions of the GVH, it rather exempts local transactions of great significance. Irrespective of the notification thresholds, a temporary acquisition for the purpose of resale does not need to be notified in cases where certain types of financial companies and investment funds acquire assets or
shares of another undertaking if the resale is carried out within a one-year period. Approval of other authorities There are special sectors where the approval of other authorities is necessary in addition to merger review by the GVH, for instance, the approval of the Nation - al Bank of Hungary or the MEKH. These approvals are required to close the transaction, but the GVH may conclude the merger review proceeding inde - pendently from these. The approval of the National Media and Infocommunications’ Media Council (the “Media Council”) for certain transactions involving media companies is, however, mandatory prior to the merger notification. Please refer to 8.1 Other Regimes for further information. 6.2 Criteria for Antitrust/Competition Review For a substantive merger analysis, the GVH, besides the SIEC test, assesses unilateral and co-ordinated effects in horizontal, vertical and conglomerate merg - ers including portfolio effects, by weighing pro- and anti-competitive aspects, in particular: • structure and characteristics of the relevant mar - kets; • actual and potential competitive pressure; • presumed competitive effects; • sourcing and sale opportunities; • costs, risks and conditions of market entry and exit; • market position and business strategy of the par - ties; and • effects on suppliers and other partners. The GVH also takes into account economic efficien - cies. In practice, efficiencies are expected to be spe - cific to the transaction and to bring along quantifi - able consumer benefit (the sooner the benefits are predicted to arise, the larger weight they carry in the assessment). 6.3 Remedies and Commitments The GVH may prohibit transactions or impose struc - tural or behavioural remedies. If a transaction’s pro - jected anti-competitive effects can be prevented by imposing structural or behavioural remedies, the GVH can clear the merger subject to appropriate remedies.
303 CHAMBERS.COM
Powered by FlippingBook