TAJIKISTAN Law and Practice Contributed by: Farhad Azizov and Shavkat Akhmedov, AAA Law Offices
Review Process and Timelines • Pre-Merger Consent: The authority issues its decision within ten days of receiving a complete application. • Post-Closing Notifications: The authority may initi - ate an additional review within ten days of receipt and must issue a final decision within a further ten days. • Default Rule: If the authority does not respond within 30 days of receiving a filing, the applicant may appeal to court within six months. Transactions requiring consent must not be complet - ed until clearance is obtained. Out-of-Scope FDI and General Competition Oversight Even where thresholds are not met, the authority may investigate a transaction ex post under general com - petition provisions – such as abuse of dominance or anticompetitive agreements. In such cases, it may request information, conduct market analysis, and impose corrective measures. Sanctions for Non-Compliance Failure to obtain required approval or file a notifica - tion may result in administrative fines and potential invalidation of the transaction: • officials: 80–120 calculation indicators; • individual entrepreneurs: 120–150 indicators; and • legal entities: 300–800 indicators. Unauthorised mergers or reorganisations may be annulled by the court upon the authority’s request. 6.2 Criteria for Antitrust/Competition Review Substantive Assessment The authority assesses whether a transaction cre - ates or strengthens a dominant position or other - wise restricts competition in the relevant market. The review focuses on potential unilateral, coordinated, or foreclosure effects. Key Factors Considered Key factors include: • market definition – product and geographic scope;
• market concentration – market shares and struc - ture; • barriers to entry or expansion – including regula - tory, structural, and economic barriers; • countervailing buyer power – capacity of custom - ers to discipline suppliers; • vertical and conglomerate links – potential leverag - ing or foreclosure effects; • efficiency and failing firm considerations – accept - ed on a case-by-case basis if supported by evi - dence; and • group control and affiliation – including indirect influence or control via contracts or joint manage - ment arrangements. Possible Outcomes Following review, the authority may: • approve the transaction unconditionally; • approve subject to remedies or conditions to miti - gate competitive risks; or • refuse approval if the transaction restricts competi - tion or the submitted information is incomplete or misleading. 6.3 Remedies and Commitments Types of Remedies To address competitive concerns, the authority may impose structural, behavioural, or procedural commit - ments. • Structural remedies include: (a) divestiture of specific assets or business units; and/or (b) prohibition on acquiring certain stakes or as - sets. • Behavioural remedies include: (a) obligations on access, pricing, supply, or non- discrimination; (b) restrictions on exclusive agreements or tying arrangements; and/or (c) establishment of information firewalls. • Procedural remedies include: (a) regular reporting, monitoring, or independent audits; and/or (b) specified deadlines for implementation of com - mitments.
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