Merger Control 2025

AUSTRIA Law and Practice Contributed by: Gerhard Fussenegger and Florian Neumayr, bpv Huegel

2.15 Circumstances Where Implementation Before Clearance Is Permitted The Austrian authorities do not have the statu - tory authority to grant derogations from the ban on closing a transaction prior to clearance. In special cases, it is possible to implement transactions outside of Austria while the trans - action in Austria (eg, concerning an Austrian subsidiary) is suspended pending clearance (ie, so-called “hold separate” agreements). Howev - er, carve-outs of the Austrian branch of a busi - ness might be difficult to be applied in practice, as the target’s Austrian operations typically are considered not sufficiently autonomous as a standalone business so as to be carved out. There are no deadlines for notification in Aus - tria. However, completion before clearance is not allowed. 3.2 Type of Agreement Required Prior to Notification A written binding agreement or letter of intent is not necessary for notification. 3.3 Filing Fees The filing fee in Austria in amount of EUR6,000 is a fixed rate, regardless of the size of the trans - action (or the turnover of the parties to the con - centration). The filing fee must be irrevocably transferred to the FCA account before the filing is transmitted. 3. Procedure: Notification to Clearance 3.1 Deadlines for Notification

3.4 Parties Responsible for Filing According to the Cartel Act, “the parties to the concentration” are entitled to file. Based on precedents, ”parties to the concentration” cov - ers the acquirer and the target company, but not the seller. 3.5 Information Included in a Filing Based on the standard form published by the FCA, the following core information is requested for purposes of Austrian merger control: • accurate and exhaustive information on the circumstances that may create or may strengthen a dominant position or otherwise significantly impede effective competition; • a description of the notification; eg, whether the transaction is a transfer of shares or assets, or whether it is an acquisition of sole or joint control; • information on the undertakings concerned; • information on the ownership structure and the shareholdings, as well as the turnover figures (worldwide, EU and Austria); and • information on the relevant market; eg, the relevant product/service market(s) where the target is active and/or all markets where there is a horizontal or vertical relationship; data for the last business year must be provided with regard to the total size of the relevant market, as well as the market shares of the parties concerned and the main competitors. Additional Information If there is an “affected market” (see 3.11 Accel- erated Procedure ), more detailed information is requested, including the following: • a list of all the shareholdings acquired by the undertakings concerned in the affected markets;

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