AZERBAIJAN Law and Practice Contributed by: Ismail Askerov and Amil Jafarguliyev, MGB Law Offices
exceeds AZN35 million (approximately USD20.6 million); • domestic turnover – one undertaking exceeds AZN15 million (approximately USD8.84 million) domestic turnover, and the other exceeds AZN5 million (approximately USD2.95 million) domesti - cally; and • market share – combined turnover below finan - cial thresholds but representing over 20% of the relevant market. Under Article 30.3, each participating undertaking is separately responsible for filing. Process and timelines include, first, a compliance check (ten working days), after which the Authority examines completeness and may request corrections, which must be addressed within the same ten-day period. Then, a primary investigation (30 working days) may follow. Once complete, the Authority con - ducts a substantive review and may: • leave the application unconsidered (eg, outside Article 27 or deficiencies unresolved); • clear the concentration; or • refuse approval if competition would be restricted or dominance created/strengthened. Subsequently, the remedies stage may follow. If con - cerns are remediable, the Authority notifies the par - ties within three working days, and the parties have 15 working days, or 30 working days for extensive measures, to resolve them. Extensions can be made by the Authority. The investigation may be extended twice, each for 30 working days, to determine addi - tional circumstances. The review period pauses when deficiencies are iden - tified or where other investigations or court proceed - ings affect the matter. All decisions, including extensions and refusals, must be communicated within three working days. A straightforward filing can be completed within 33 working days, assuming the submission is complete and no substantive concerns arise. Moreover, the sub - stantive criteria for merger review are yet to be deter -
mined by the Cabinet of Ministers of the Republic of Azerbaijan. 6.2 Criteria for Antitrust/Competition Review The Competition Code contains a merger control regime, but it does not overlap with any foreign invest - ment review. The analysis is strictly competition- based. Under Article 28, the Authority assesses concentra - tions on the basis of: • their expected impact on market structure over the next three years; • the market shares of all participants; • whether the concentration restricts competition or creates/strengthens dominance; • whether efficiency-enhancing or technological ben - efits outweigh any restrictive effects; • whether consumer interests are preserved; and • whether equivalent benefits could be achieved through less restrictive means. The review concerns only competitive effects in Azer - baijan, with no assessment of investor nationality or Where a concentration requires approval under Arti - cle 27, the Competition Authority evaluates potential competitive effects under Article 28. Possible outcomes may include: • approval – granted when the concentration does not restrict competition or when efficiency-enhanc - ing or technological benefits outweigh any restric - tive effects and do not harm consumers; • prohibition – issued when the concentration could restrict competition, create or strengthen domi - nance, or otherwise adversely affect market struc - ture; and • conditional approval/remedies – available when concerns can be addressed through corrective measures. foreign investment considerations. 6.3 Remedies and Commitments
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