BELGIUM Law and Practice Contributed by: Peter L’Ecluse, Koen T’Syen and Amirsalar Kavoosi, Van Bael & Bellis
3.10 Requests for Information During the Review Process The review period is suspended if the BCA issues a request for information, until the day the requested information is received (Article IV.40 (2) CEL). The BCA may also issue requests for information during the pre-notification discus - sions, subject to the consent of the notifying party. 3.11 Accelerated Procedure The simplified notification procedure is intended for “concentrations that must be approved or would normally be expected to be approved without an in-depth investigation”. The simpli - fied procedure has been outlined in two Com - munications issued by the BCA, relying on the legal basis set out in the CEL (see 1.1 Merger Control Legislation ). The simplified procedure applies to the follow - ing cases: • JVs with no, or negligible, actual or foreseen activities in Belgium (ie, the turnover of the JV and the assets transferred to the JV remain below EUR40 million); • parties to the transaction are not active on the same product or geographic markets or on product markets that are vertically related to each other; • parties’ combined market shares do not exceed 25% on any markets where both are active; • acquisitions of sole control over an undertak - ing in which it already has joint control; • parties’ combined market share in a horizon - tal overlap remains below 50% and either the Herfindahl-Hirschman Index delta result - ing from the transaction is below 150 or the transaction leads to an increase of less than 2% in market share; and
• determine that the concentration falls outside the scope of the CEL; • approve the transaction, with or without con - ditions or obligations; • declare the concentration admissible if the 25% market share threshold is not exceeded in any relevant horizontal or vertical market; or • identify serious doubts regarding the admissi - bility of the concentration and initiate a Phase II investigation. If the BCA does not take a decision within the deadline, the transaction is considered to have been tacitly approved. Phase II The Phase II review period generally lasts 60 working days from the decision to open the in- depth investigation but may be extended as fol - lows: • by a period equal to the time taken by the parties to submit commitments; • by 15 working days if the transaction is amended; or • by up to 20 working days at the parties’ request in order to propose new commit - ments. At the end of Phase II, the BCA must either approve the transaction, with or without condi - tions or obligations, or prohibit it. If the BCA fails to issue a decision within the applicable dead - line, the transaction is considered to have been tacitly approved. 3.9 Pre-Notification Discussions With Authorities The BCA encourages pre-notification discus - sions. They are informal and confidential, and have become standard practice.
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