Poland: The government is planning to shape the procedure for obtaining approvals for mergers & acquisitions more quickly and effectively.
The government is planning to shape the procedure for obtaining approvals for mergers & acquisitions more quickly and effectively.
A proposal for amendments to the Act on Competition and Consumer Protection had already been prepared by the government in mid-2013 and later sent to the Polish parliament. Extensive changes in Polish competition law are expected to come into force in the second half of 2014 regarding e.g.: merger control, the leniency procedure, controls on businesses and liability of managers for violating competition rules.
As for merger control a particular plan is that the proceedings will be divided into two phases, a scheme already followed by EU law and many member state laws.
All "harmless" cases – and according to the Office of Competition and Consumer Protection these account for 80% of applications – should be decided by the authority within one month (instead of two as is now the case). That way the proceedings will end at the first stage.
The plan for complex or potentially harmful cases is that the Head of the Office of Competition and Consumer Protection could extend the term of proceedings by a further four months, thus starting the second phase.
Together with the prolongation the participants should be presented with potential concerns as to a planned concentration (identified threats to competition rules) or with the conditions under which such a concentration might be approved. This will enable businesses to present their standpoint as to concerns raised (until now that possibility arose only upon receiving a negative decision from the authority).
Although many of the provisions of the proposed amendment have attracted criticism, particularly in view of managers' liability, the planned changes in the merger control procedure should overall be assessed as positive. Even so, the rules on extension of the proceedings, presentation of concerns and deadlines to be followed could have been formulated more precisely.
In case of complex or potentially harmful applications the length of the proceedings will not be extended in practice, given that the hitherto binding deadline of two months is not observed anyway – in particular, additional questions are always raised by the authority. In simpler cases the deadline will hopefully be shortened thanks to the amendment. In turn the inevitable adverse consequences of a corporate "interregnum" period can be minimized.
Source: Draft (9 July 2013) amendment to the Act on Competition and Consumer Protection