MERGER NOTIFICATION AND PROCEDURES TEMPLATE THE NORWEGIAN by sfz94193

VIEWS: 4 PAGES: 18

									 MERGER NOTIFICATION AND PROCEDURES TEMPLATE


        THE NORWEGIAN COMPETITION AUTHORITY


                                   November 2007



IMPORTANT NOTE: This template is intended to provide initial background on
the jurisdiction’s merger notification and review procedures. Reading the
template is not a substitute for consulting the referenced statutes and
regulations.




1. Merger notification and review materials (please provide title(s), popular
   name(s), and citation(s)/web address)


   A. Notification provisions     The Norwegian Competition Act of 2004, Chapter 4, Section
                                  18 and the § 2 in the Regulation on the notification of
                                  concentrations, etc.


   B. Notification forms or       A standardized notification should be submitted according to
       information requirements   the Form for standardized notification of a concentration.

                                  The information which must be included in a complete
                                  notification is listed in § 4 in the Regulation on the notification
                                  of concentrations, etc.


   C. Substantive merger          The Competition Act, Chapter 4, Sections 16-21.
      review provisions


   D. Implementing regulations    Regulation on the notification of concentrations, etc.


   E. Interpretive guidelines     Guidelines for standardized notification of a concentration
       and notices                and Guidelines for complete notification of a concentration.




                                                                                                        1
2. Authority or authorities responsible for merger enforcement.

   A. Name of authority. If         The Norwegian Competition Authority
      there is more than one
      authority, please describe
      allocation of
      responsibilities.


   B. Address, telephone and        P.O. Box 439 Sentrum
      fax (including country        NO-5805 Bergen
      code), e-mail, website        Norway
      address and languages
      available.                    Phone: +47 55 59 75 00
                                    Fax: +47 55 59 75 99
                                    E-mail: post@konkurransetilsynet.no

                                    Website: www.konkurransetilsynet.no (Norwegian and English)


   C. Is agency staff available     Yes, contact to the right person can be provided by:
      for pre-notification
      consultation? If yes,         Phone: +47 55 59 75 00
      please provide contact
      points for questions on       E-mail: post@konkurransetilsynet.no
      merger filing
      requirements and/or
      consultations.




3. Covered transactions


   A. Definitions of potentially    Concentrations are covered by the notification requirement.
      covered transactions (i.e.,
      concentration or merger)      A concentration shall be deemed to arise where:

                                    (a) two or more previously independent undertakings or parts of
                                    undertakings merge; or
                                    (b) – one or more persons already controlling at least one
                                    undertaking; or
                                    - one or more undertakings;
                                    acquire direct or indirect control on a lasting basis of the whole or
                                    parts of one or more other undertakings.

                                    The creation of a joint venture performing on a lasting basis all
                                    the functions of an autonomous economic entity, shall constitute
                                    a concentration within the meaning of (b) above.

                                    (Chapter 4, Section 17 of the Competition Act)




                                                                                                        2
    B. If change of control is a   Control shall be constituted by rights, contracts or any other
       determining factor, how     means which, either separately or in combination and having
       is control defined?         regard to the considerations of fact or law involved, confer the
                                   possibility of exercising decisive influence on an undertaking, in
                                   particular by:

                                   (a) ownership or the right to use all or part of the assets of an
                                   undertaking;
                                   (b) rights or contracts which confer decisive influence on the
                                   composition, voting, or decisions of the organs of an undertaking.

                                   Control is acquired by persons or undertakings which:
                                   (a) are holders of the rights or entitled to rights under the
                                   contracts concerned; or
                                   (b) while not being holders of such rights or entitled to rights
                                   under such contracts, have the power to exercise the rights
                                   deriving there from.

                                   (Chapter 4, Section 17 of the Competition Act)

                                   The Norwegian Competition Authority will normally consider the
                                   European Commission’s Consolidated jurisdictional Notice under
                                   Council Regulation (EC) No 139/2004 on the control of
                                   concentrations between undertakings.


    C. Are partial (less than      Yes, provided that the transaction gives rise to a concentration
       100%) stock                 (see § 3.C above).
       acquisitions/minority
       shareholdings covered?      (Chapter 4, Section 17 of the Competition Act)
       At what levels?
                                   The Norwegian Competition Authority will normally consider the
                                   European Commission’s Consolidated jurisdictional Notice under
                                   Council Regulation (EC) No 139/2004 on the control of
                                   concentrations between undertakings.


    D. Do the notification         Yes. The creation of a joint venture that performs on a lasting
       requirements cover joint    basis all the functions of an autonomous economic entity gives
       ventures? If so, what       rise to a concentration.
       types (e.g., production
       joint ventures)?            (Chapter 4, Section 17 and 18 of the Competition Act)

                                   The Norwegian Competition Authority will normally consider the
                                   European Commission’s Consolidated jurisdictional Notice under
                                   Council Regulation (EC) No 139/2004 on the control of
                                   concentrations between undertakings.




4. Thresholds for notification




                                                                                                        3
A. What are the general       The Norwegian Competition Authority has competence to
   thresholds for             intervene against any concentration that has effect or is liable to
   notification?              have effect in Norway.

                              Concentrations where the undertakings concerned have a
                              combined annual turnover in Norway exceeding NOK 50 million
                              shall be notified to the Competition Authority. However, if only
                              one of the undertakings concerned has an annual turnover in
                              Norway exceeding NOK 20 million, notification is not required.
                              (§ 2 in the Regulation on the notification of concentrations, etc.)

                              A concentration covered by the rules on merger control with
                              concentrations found in the Article 57 of the Agreement on the
                              European Economic Area (the “EEA Agreement”) are exempt
                              from the obligation to provide notification pursuant to the
                              Norwegian Competition Act. Article 57 refers to concentrations
                              that have

                              - a “Community dimension” pursuant to Article 1 of Council
                              Regulation (EC) No 139/2004; or

                              - an “EFTA dimension” pursuant to Article 1 of the act referred to
                              in point 1 of Annex XIV to the EEA Agreement.

                              The EEA rules are not further accounted for in this template.

B. To which entities do the   The thresholds apply to the “undertakings concerned”. In a
   merger notification        merger, the undertakings concerned are generally the parties to
   thresholds apply, i.e.,    the merger. In an acquisition of control, the undertakings
   which entities are         concerned are the undertaking(s) that acquire control and the
   included in determining    acquired undertaking(s). If control is acquired of only part of an
   relevant                   undertaking, it is only the acquired part that is deemed an
   undertakings/firms for     undertaking concerned. The seller of an undertaking or parts of
   threshold purposes? If     an undertaking is not deemed an undertaking concerned. In other
   based on control, how is   words: the buyer of a company and the company being bought
   control determined?        would be undertakings concerned, whereas the seller would not.

                              Subsidiaries of undertakings concerned are included in the
                              undertakings concerned. Other undertakings in the same
                              corporate group as the undertakings concerned (parent and sister
                              companies) are on the other hand not regarded as undertakings
                              concerned. Nevertheless, in assessing whether a concentration is
                              exempt from the duty to submit a standardized notification the
                              turnover of such undertakings is to be taken into account as far
                              as the undertaking(s) acquiring control is concerned, see Section
                              4.3 below. Further, information on such undertakings must be
                              submitted in certain other instances, see letters c, d, and f of Part
                              3 below.

                              The European Commission’s Consolidated jurisdictional Notice
                              under Council Regulation (EC) No 139/2004 on the control of
                              concentrations between undertakings contains a more detailed
                              account of what is included in the concept, and will normally be
                              followed by the Competition Authority.

                              Generally, the turnover of all undertakings that are part of the new



                                                                                                    4
                                 economic entity resulting from the concentration in question is to
                                 be taken into account when considering the thresholds for
                                 exemption. This applies for mergers, acquisitions and other forms
                                 of change of control.

                                 Upon acquisition of control, the turnover of all undertakings in the
                                 same corporate group as the acquiring undertaking(s) is to be
                                 included when assessing whether threshold amounts have been
                                 exceeded. Intra-group transactions are to be subtracted.

                                 Regarding undertakings over which control is acquired only the
                                 turnover of that undertaking is to be included. If the acquired
                                 undertaking has subsidiaries, then the turnover of said
                                 subsidiaries is to be included. Intra-group transactions are to be
                                 subtracted.

                                 When calculating annual turnover the principles of the European
                                 Commission’s Consolidated jurisdictional Notice under Council
                                 Regulation (EC) No 139/2004 on the control of concentrations
                                 between undertakings can be applied in light of the above.
                                 (§§ 2 and 3 in the Regulation on the notification of concentrations,
                                 etc.)

C. Are the thresholds            No.
   subject to adjustment:
   (e.g. annually for
   inflation)? If adjusted,
   state on what basis and
   how frequently.


D. To what period(s) of time     The term “turnover” correspond to the term “revenue” as used in
   do the thresholds relate      the Norwegian Act of 17 July 1998 on annual accounts etc. and
   (e.g., most recent            typically means the sum of goods and services sold as part of the
   calendar year, fiscal year;   undertaking’s regular activities during the preceding financial
   for assets-based tests,       year, after deduction of taxes and fees directly related to such
   calendar year-end, fiscal     sales.
   year-end, other)?
                                 (§ 2 in the Regulation on the notification of concentrations, etc.
                                 and Part 2, section 4.3 in the Guidelines for standardized
                                 notification of a concentration.)

E. Describe the                  See 4 A-D above.
   methodology for
   identifying and
   calculating any values
   necessary to determine if
   notification is required,
   including the value of the
   transaction, the relevant
   sales or turnover, and/or
   the relevant assets?


F. Describe methodology for      Amounts in foreign currency must be converted into Norwegian
   calculating exchange          kroner (NOK) at the average official exchange rate at the relevant
                                 financial period.



                                                                                                      5
     rates.


G. Do thresholds apply to          Only turnover within Norway is to be included when considering
     worldwide sales/assets,       the thresholds for notification.
     to sales/assets within the
     jurisdiction, or both?


H. Can a single party trigger      No, see 4 A above.
   the notification threshold
   (e.g., one party’s sales,       (§ 2 in the Regulation on the notification of concentrations, etc.
   assets, or market share)?       and Part 2, section 4.3 in the Guidelines for standardized
                                   notification of a concentration.)


I.   How is the nexus to the       The nexus to the jurisdiction is based on turnover in Norway, see
     jurisdiction determined       4 A above. Turnover within Norway is relevant regardless of
     (e.g., sales or assets in     whether the undertaking itself is based in Norway or not.
     the jurisdiction)? If
     based on an “effects
     doctrine,” please
     describe how this is
     applied. Is there a
     requirement of local
     presence (local
     assets/affiliates/subsidiar
     ies) or are import sales
     into the jurisdiction
     sufficient to meet an
     “effects” test?


J. If national sales are           Generally, turnover is to be allocated to Norway if the customer is
     relevant, how are they        situated in Norway at the time of the transaction.
     allocated geographically
     (e.g., location of
     customer, location of
     seller)?


K. If market share tests are       Not applicable.
     used, are there guidelines
     for calculating market
     shares?


L. Are there special               No.
     threshold calculations for
     particular sectors (e.g.,
     banking, airlines, media)
     or particular types of
     transactions (e.g. joint
     ventures, partnerships,
     financial investments)?




                                                                                                        6
   M. Are any sectors excluded      No.
      from notification
      requirements? If so,
      which sectors?


   N. Are there special rules       No.
      regarding jurisdictional
      thresholds for
      transactions in which
      both the acquiring and
      acquired parties are
      foreign?


   O. Does the agency have the      Yes. While statute establish thresholds for the notification of
      authority to review           concentrations, there are no thresholds for the application of the
      transactions that fall        merger control rules as such. The Competition Authority has
      below the thresholds?         competence to intervene against any concentration that has
                                    effect or is liable to have effect in Norway.




5. Notification requirements and timing of notification

   A. Is notification mandatory     Pre-merger notification is mandatory if the concentration fulfills
       pre-merger?                  the turnover thresholds as described in 4 A above.


   B. Is notification mandatory     No.
       post-merger?


   C. Can parties make a            Yes, parties can make a voluntary notification.
       voluntary merger filing
       even if filing is not        As regards timing, see 5 D-E below.
       mandatory? If so, when?
                                    (Chapter 4, Section 18 of the Competition Act)


   D. What is the earliest that a   Notifying parties are free to submit the notification as early as
      transaction can be            they wish. However, the concentration must be described in
      notified (e.g., is a          sufficient detail to fulfill the content requirements for a
      definitive agreement          standardized notification.
      required; if so, when is an
      agreement considered          (Part 2, Section 3 in the Guidelines for standardized notification of
      definitive?)?                 a concentration)


   E. Must notification be made     Any undertaking that is required to file a notification must do so
      within a specified period     no later than when a final agreement has been concluded or
      following a triggering        control has been acquired.
      event? If so, describe the



                                                                                                         7
      triggering event (e.g.,      An agreement is considered to be final when all necessary
      definitive agreement) and    contractual and legal contingencies are in place. For example, a
      the deadline following the   merger agreement that requires the approval of the merging
      event. Do the deadline       companies’ shareholders’ meetings is not final until such
      and triggering event         approvals have been granted. The notification must be filed at the
      depend on the structure      latest on the day of the agreement becomes final.
      of the transaction? Are
      there special rules for
      public takeover bids?        (Chapter 4, Section 18 of the Competition Act and Part 2, Section
                                   3 of the Guidelines for standardized notification of a
                                   concentration)


   F. Can parties request an       Occasionally, it might be difficult to have the notification ready
      extension for the            before the deadline expires. In these cases the notifying parties
      notification deadline? If    should make the Authority aware of the delay. The Competition
      yes, please describe the     Authority will allow the notifying parties some time to complete the
      procedure and whether        notification if this is necessary to provide the required information.
      there is a maximum           Normally a maximum of three working days following the deadline
      length of time for the       will be admitted.
      extension.




6. Simplified procedures

     Describe any special          The purpose of a “standardized” notification is to make the
     procedures for notifying      Competition Authority aware of the concentration and to provide it
     transactions that do not      with basic information indicating whether the concentration might
     raise competition             raise competition concerns in Norway. In cases of acquisition of
     concerns (e.g., short form,   control, information need only to be provided on the
     simplified procedures,        undertaking(s) acquiring control.
     advanced ruling
     certificates, discretion to   The Competition Authority can request a “complete” notification
     waive certain responses,      (which contains information needed for a more thorough review)
     etc.).                        within 15 working days following its receipt of a standardized
                                   notification. If it does not request the parties to submit a complete
                                   notification, the transaction is deemed to be approved.

                                   (Chapter 4, Section 18 of the Competition Act)




7. Documents to be submitted

   A. Describe the types of        The annual reports and accounts of the undertakings concerned
      documents that parties       should be enclosed with the standardized notification if these are
      must submit with the         not publicly available. The same apply to companies in the same
      notification (e.g.,          corporate group as the undertaking(s) acquiring control.
      agreement, annual            Moreover, the notifying party may submit the agreement that
      reports, market studies,     forms the basis for the concentration.



                                                                                                       8
      transaction documents).
                                    A complete notification must include the most recent version of
                                    the agreement establishing the concentration, including
                                    enclosures, as well as the parties’ most recent annual reports.

                                    (Chapter 4, Section 18 of the Competition Act and § 4 in the
                                    Regulation on the notification of concentrations, etc.)


   B. Are there any document        No.
      legalization requirements
      (e.g., notarization or
      apostille)?


   C. Are there special rules for   No.
      exemptions from
      information requirements
      (e.g. information
      submitted or document
      legalization) for
      transactions in which the
      acquiring and acquired
      parties are foreign?




8. Translation

   A. In what language(s) can       A standardized notification may be filed in Norwegian or in
      the notification forms be     English.
      submitted?
                                    A complete notification must be filed in Norwegian.



   B. Describe any                  See 8 A above.
      requirements to submit
      translations of
      documents with the initial
      notification, or later in
      response to requests for
      information, including the
      categories or types of
      documents for which
      translation is required,
      requirements for
      certification of the
      translation, language(s)
      accepted, and whether
      summaries or excerpts
      are allowed in lieu of
      complete translations.




                                                                                                      9
9. Review periods

   A. Describe any applicable     The Competition Authority’s review may follow three alternative
      review periods following    paths.
      notification.
                                  First, if the notifying party(-ies) submit a standardized notification
                                  (see § 6 above) and the Competition Authority does not within 15
                                  working days (“preliminary review period”) of its receipt of the
                                  notification request that a complete notification be submitted, the
                                  review is completed and the transaction is deemed to be
                                  authorized upon the expiry of the 15 working day period.

                                  Second, if the notifying party(-ies) submit a standardized
                                  notification and the Competition request the submission of a
                                  complete notification within the preliminary review period. The
                                  submission of a complete notification initiates a review which may
                                  consist of two phases.

                                  The first phase (“Phase I”) lasts for 25 working days from the
                                  Competition Authority’s receipt of the complete notification. If the
                                  Authority does not inform the parties that it may intervene against
                                  the transaction before the expiry of Phase I, is deemed to be
                                  authorized.

                                  If the Authority during its Phase I review informs the parties, that it
                                  may intervene against the transaction, an in-depth (“Phase II”)
                                  review of the matter is initiated.

                                  No later than 70 working days after receipt of a complete
                                  notification, the Competition Authority must present a reasoned
                                  preliminary decision on intervention. The parties then have 15
                                  working days to reply on the preliminary decision and the
                                  Authority must decide whether to intervene within 15 working
                                  days of receipt of the reply of the parties. If an offer of
                                  commitments to modify the concentration has been presented,
                                  the deadline for the Competition Authority’s decision may be
                                  extended to 25 working days at the request of the parties.

                                  Third, if the notifying party(-ies) submit a complete notification
                                  from the outset, the re will be no preliminary review period, but
                                  Phase I will begin following submission of the complete
                                  notification.

                                  (Chapter 4, Section 19 and 20 of the Competition Act)


   B. Are there different rules   No.
      for public tenders (e.g.
      open market stock
      purchases or hostile
      bids)?




                                                                                                       10
      C. What are the procedures      The deadlines that are described in § 9 A above are suspended if
         for an extension of the      any of the undertakings concerned fail to comply with written
         review periods, if any       requests to provide information by a specific date. The parties
         (e.g., suspended by          shall be notified of the suspension of deadlines.
         requests for additional
         information, suspended       (Chapter 4, Section 20 of the Competition Act)
         at the authority’s
         discretion or with the
         parties’ consent)? Is
         there a statutory
         maximum for extensions?


      D. What are the procedures      Not applicable.
         for accelerated review of
         non-problematic
         transactions, if any?




10.       Waiting periods / suspension obligations


      A. Describe any waiting         Concentrations being reviewed following the submission of
         periods/suspension           complete notifications may not be implemented until the
         obligations following        Competition Authority has decided whether to open a Phase II
         notification, including      investigation. In cases where the Competition Authority has
         whether closing is           ordered the submission of a notification, the suspension
         suspended or whether         obligation applies as from when the parties are notified of the
         the implementation of the    order. Where the parties submit the complete notification
         transaction is suspended     voluntarily, the obligation applies as from the notification is
         or whether the parties are   submitted. Although there is no automatic standstill obligation
         prevented from adopting      after the expiry of Phase I, the Competition Authority has powers
         specific measures (e.g.,     to impose such an obligation also in Phase II (see 9 A above).
         measures that make the
         transaction irreversible,    Where the Competition Authority conducts a preliminary review
         or measures that change      following the submission of a standardized notification, the parties
         the market structure),       are not obligated to suspend implementation of the concentration.
         during any initial review
         period and/or further        (Chapter 4, Section 19 and 20 of the Competition Act)
         review period.


      B. Can parties request a        The Competition Authority may, on its own initiative, make
         derogation from waiting      individual exemptions from the prohibition against
         periods/suspension           implementation.
         obligations? If so, under
         what circumstances?


      C. Are the applicable waiting   If the concentration is deemed to fall within the scope of the
         periods/suspension           Competition Act and the Competition Authority has jurisdiction to
         obligations limited to       evaluate the concentration, the concentration may be
         aspects of the transaction   implemented outside the geographic scope of the Competition



                                                                                                       11
   that occur within the         Act, i.e. as long as it does not affect the Kingdom of Norway. A
   jurisdiction (e.g.,           carve out solution may therefore be possible.
   acquisition or merger of
   local
   undertakings/business
   units)? If not, to what
   extent do they apply to
   the parties’ ability to
   proceed with the
   transaction outside the
   jurisdiction? Describe
   any procedures available
   to permit consummation
   outside the jurisdiction
   prior to the expiration of
   the local waiting period
   and/or clearance (e.g.
   request for a derogation
   from the suspension
   obligations, commitment
   to hold separate the local
   business operations,
   escrow agents.)


D. Are parties allowed to        Yes.
   close the transaction if no
   decision is issued within
   the statutory period?


E. Describe any provisions       See 9 A and 10 A above.
   or procedures available
   to the enforcement
   authority, the parties
   and/or third parties to
   extend the waiting
   period/suspension
   obligation.


F. Describe any procedures       Not applicable.
   for obtaining early
   termination of the
   applicable waiting
   period/suspension
   obligation, and the
   criteria and timetable for
   deciding whether to grant
   early termination.


G. Describe any provisions       See 9 A-C above.
   or procedures allowing
   the parties to close at
   their own risk before



                                                                                                    12
         waiting periods expire or
         clearance is granted (e.g.,
         allowing the transaction
         to close if no "irreversible
         measures" are taken).




11.       Responsibility for notification / representation


      A. Who is responsible for         The nature of the concentration will determine who is to provide
         notifying – the acquiring      the notification, and whether it is one undertaking (or person)
         person(s), acquired            alone or more undertakings (or persons) jointly:
         person(s), or both? Does
         each party have to make        - In the case of mergers, the parties to the merger are normally
         its own filing?                jointly obligated to provide notification.

                                        - If two or more undertakings acquire joint control over one or
                                        more other undertakings, the acquiring undertakings are jointly
                                        obligated to provide notification.

                                        - If a single undertaking acquires control over one or more other
                                        undertakings, only the acquiring company must provide
                                        notification.

                                        - The seller of an undertaking or of parts of an undertaking is not
                                        required to submit notification.

                                        (Part 2, Section 2 of the Guidelines for standardized notification of
                                        a concentration)


      B. Do different rules apply to No.
         public tenders (e.g. open
         market stock purchases
         or hostile bids)?


      C. Are there any rules as to      No.
         who can represent the
         notifying parties (e.g.,
         must a lawyer
         representing the parties
         be a member of a local
         bar)?


      D. How does the validity of       A power of attorney is not needed. There are no special rules for
         the representation need        foreign representatives or firms.
         to be attested (e.g., power
         of attorney)? Are there
         special rules for foreign
         representatives or firms?



                                                                                                           13
         Must a power of attorney
         be notarized, legalized or
         apostilled?




12.       Filing fees


      A. Are any filing fees           No fees are imposed for the Competition Authority’s merger
         assessed for notification?    control procedure.
         If so, in what amount and
         how is the amount
         determined (e.g., flat fee,
         fees for services, tiered
         fees based on
         complexity, tiered fees
         based on size of
         transaction)?


      B. Who is responsible for        Not applicable.
         payment?


      C. When is payment               Not applicable.
         required?


      D. What are the procedures       Not applicable.
         for making payments
         (e.g., accepted forms of
         payment, proof of
         payment required, wire
         transfer instructions)?




13.       Confidentiality


      A. To what extent, if any,       The Competition Authority is required to publish certain data
         does your agency make         about every notification it receives; this information is published
         public the fact that a pre-   on the Authority’s website in Norwegian only. The notification is
         merger notification filing    public information and thus available for any third party with
         was made or the contents      exception to business secrets.
         of the notification?


      B. Do notifying parties have     The notifying parties have access to the Competition Authority’s
         access to the authority’s     file with the exception of business secrets and certain other
         file? If so, under what       limitations e.g. internal documents



                                                                                                         14
         circumstances can the
         right of access be
         exercised?


      C. Can third parties or other   Third parities or other government agencies can obtain access to
         government agencies          the Competition Authority’s file with the exception of business
         obtain access to             secrets.
         notification materials? If
         so, under what
         circumstances?


      D. Are procedures available     Notifying parties should submit a proposed public version of a
         to request confidential      notification, or clear marking of what information the notifying
         treatment of the fact of     parties deem business secrets, when filing a notification or
         notification and/or          submitting other documents to the Competition Authority.
         notification materials? If
         so, please describe.


      E. Is the agency or             There is a co-operation agreement between Denmark, Iceland,
         government a party to        Norway and Sweden allowing the exchange of certain confidential
         any agreements that          information in competition matters between the relevant
         permit the exchange of       competition authorities.
         information with foreign
         competition authorities?     The agreement is publicly available on
         If so, with which foreign    www.konkurransetilsynet.no
         authorities? Are the
         agreements publicly
         available?


      F. Can the agency exchange      The rules on this area are complex but as a general rule
         documents or information     confidential information may not be disclosed without the parties’
         with other reviewing         prior consent. However, there are certain significant exemptions
         agencies? If so, does it     e.g. information to the European Commission and the EFTA
         need the consent from        Surveillance Authority in competition cases that are EU/EEA
         the parties who have         relevant.
         submitted confidential
         information to exchange
         such information?




14.       Transparency


      A. Does the agency publish      The Norwegian Competition Authority does publish an annual
         an annual report? Please     report.
         provide the web address
         if available.                www.konkurransetilsynet.no




                                                                                                         15
      B. Does the agency publish        Yes.
         press releases related to
         merger policy or               www.konkurransetilsynet.no
         investigations?


      C. Does the agency publish        The Competition Authority does not always publish its decisions
          decisions on why it           in English. However, some decisions are published on the
          cleared / blocked a           Authority’s webpage: www.konkurransetilsynet.no
          transaction?




15.       Sanctions/penalties


      A. What are the                   In cases of violations of the general obligation to submit
          sanctions/penalties for       notification, the prohibition against implementation, or the
          failure to file a             prohibition of putting the transaction into effect despite a
          notification and/or failure   prohibition decision, those in violation may be subject to
          to observe any                administrative fines determined by the Competition Authority
          mandatory waiting             based on the turnover and the nature and duration of the
          periods/suspension            violation.
          obligations?
                                        For violations conducted through gross negligence, criminal
                                        sanctions such as fines and/or imprisonment up to six years may
                                        be imposed.

                                        The Competition Authority may also require periodic penalty
                                        payments from a party which is subject of an order.

                                        (Chapter 7, Section 28-30 in the Competition Act)


      B. Which party/parties are        The party/parties who shall notify according to the Competition
          potentially liable?           Act.

                                        (Chapter 7, Section 28-30 in the Competition Act)


      C. Can the agency                 The Competition Authority can impose periodic penalty payments
         impose/order these             and administrative fines directly.
         sanctions/penalties
         directly, or is it required    (Chapter 7, Section 28 in the Competition Act)
         to bring judicial action
         against the infringing
         party? If the latter, please
         describe the procedure
         and indicate how long
         this procedure can take.




                                                                                                          16
16.     Judicial review


      Describe the provisions        The decision of the Competition Authority to intervene against a
      and timetable for judicial     concentration can be appealed to the Ministry of Renewal and
      review or other rights of      Government Administration within 15 working days after the
      appeal/review of agency        decision. The Ministry must decide on the appeal within 60
      decisions on merger            working days after receiving it.
      notification and review.
                                     (Chapter 4, Section 20 in the Competition Act)




17.     Additional filings


      Are any additional             Yes, some mergers within the financial sector shall also be filed
      filings/clearances required    to the Financial Supervisory Authority of Norway and/or the
      for some types of              Ministry of Finance.
      transactions, e.g., sectoral
      regulators, securities
      regulator?




18.     Closing deadlines


      When a transaction is          No.
      cleared or approved, is
      there a time period within
      which the parties must
      close for it to remain
      authorized?




19.     Post merger review of transactions


      Can the agency reopen an       No.
      investigation of a
      transaction that it
      previously cleared or
      allowed to proceed with
      conditions? If so, are there
      any limitations, including a
      time limit on this
      authority?




                                                                                                     17
18

								
To top