1、Wednesday,10 July 2024Key Antitrust and Competition Trends for Emerging Markets in EMEA 2024Agenda01 Introduction02 Key Enforcement Updates03 Merger Control DevelopmentsSpeakersFiona CarlinPartner+32 2 6393 Keltoum BoudribilaPartner+212 522 77 95 Mohamed ElFarCounsel+1 416 865 Lerisha NaiduPartner+2

2、7 11 911 Angelo TzarevskiPartner+27 11 911 David MonnierPartner+966 11 265 Hakan OzgokcenPartner+90 212 376 64 77hakan.ozgokcenesin.av.trKey Enforcement UpdatesTurkeyFines imposed in 80 full-fledged investigations wrapped up in 2023Top three sectors are(i)chemical products,(ii)food and(iii)machine i

3、ndustryTotal fine amount is approx.EUR 74,013,849A total of 145 TCB decisions in pre-investigations and full-fledged investigations68 cases settled with the TCB:Most cases concern RPM allegationsCartels comes second and other non-cartel offenses come thirdOverall,21 decisions concern anti-competitiv

4、e agreements,18 concern abuse of dominance claims and 6 concern both matters55 horizontal,69 vertical and 3 hybrid cases831 dawn raid authorizations in 2022,which marks a 65%increase since 2020(2023 data is yet unavailable).TurkeyDigital markets under scrutiny DMA like legislation underway Fining de

5、cisions on Google(i.e.,self-preferencing),Meta(i.e.,anti-competitive data combination)for failing to comply with the authoritys previous orders(i.e.,behavioural remedies in case of Google and a non-infringement order in case of Meta)Sector inquiry on online advertisingAlibabas local online retail br

6、and Trendyol and Amazon are investigated for their automatic pricing practices EgyptThe ECA has increased its enforcement level significantly.Before 2021 the average number of cases was around 5 violation cases per year.in 2023 there were 27 violation cases.In April and May 2024 there were 21 violat

7、ion cases.Most cases are settled before the ECA.Increasing reliance on dawn raids(more than 32 dawn raids in 2023)The ECA has started focusing its enforcement on vertical restraints including RPM,MFN and restrictions on parallel imports.(e.g.,Home Appliances case)More abuse of dominance cases(e.g.,s

8、chool uniform cases have wider implications).ECAs new approach on exchange of commercially sensitive information.Saudi Arabia and the GCCJordanNew law granting more independence to the authorityAbility to impose increased finesBroader scope of merger controlSaudi Arabia Highly active regulator:442 i

9、nvestigations in 2023History of active enforcement against violators:186 indicted companies and total amount of fines of US$32m in 2023High dawn raid risk:299 in 2022 and 548 in 2023Kuwait High fines based on revenuesActive regulatorDawn raid risk on the riskQatar Active regulatorBuilding capacityOm

10、an Recent competition law in 2018Building capacityMedium RiskHigh RiskLow to medium RiskUAERecent competition law in 2023Sectorial exemptions no longer applicableExecutive regulations to be publishedSaudi Arabia and the GCCCartels,RPM and bid rigging carry particularly high enforcement riskBut also

11、abuse of dominance with exclusivity and other terms of sales casesThe GAC and the CPA have imposed fines for failing to cooperate as part of investigationsAuthorities are relatively new Shift from fixed fines to revenue-based fines-Issues with relevant market definitionDawn raid risk increasing part

12、icularly high risk in Saudi ArabiaIncrease in the number of settlement applications in KSA(no admission of guilt,reduced settlement amounts,confidentiality)South AfricaStrong focus on concentrated industries and desire to de-concentrate markets.Digital,food and agro-processing sectors under heighten

13、ed scrutinyIncrease in market inquiries and interventionist recommendationsCreative approach by the authority in asserting jurisdiction,including capturing indirect sales cases where conduct took place outside South AfricaPublic interest considerations relevant and cases involving SMEs and entities

14、owned by historically disadvantaged persons scrutinised closelyHigh-risk conduct that is often the subject of investigations:exclusivity arrangements,non-competes,price discrimination,and refusals to supplyNo dawn raids since 2022 but indications by the authority that it intends to ramp-upNew minist

15、er of Trade,Industry&Competition may result in shift in priorities and approachMoroccoEnhanced regulatory frameworkModernized notification thresholds:increased turnover thresholds(moroccanthreshold to MAD 400 million and global requirements)ensure focus on significant transactions.New filing fees:im

16、plementation of a structured fee system for merger notifications and expedited reviews ensures timely and efficient processing.Active enforcement:Strict penalties for non-compliance:the mccs imposition of fines for gun-jumping and other violations underscores the importance of compliance with merger

17、 notification rules.Proactive investigations:reopened investigations into anti-competitive practices indicate a vigilant approach to maintaining market fairness and competition.MoroccoRegional integrationStrengthened regional collaboration:the mccs active participation in the arabcompetition network

18、 fosters harmonized regulatory practices across the middle east and north africa.Leadership role:leading the merger control working group within the network positions morocco as a key player in regional competition policy development.Strategic implications for businessesCompliance is crucial:firms m

19、ust ensure they met the updated thresholds and notification requirements to avoid significant fines and delays.Expedited review options:while costly,expedited reviews can offer quicker clearances for critical transactions,enabling businesses to proceed with strategic mergers and acquisitions without

20、 prolonged regulatory hold-ups.Merger Control DevelopmentsEgyptNew mandatory and suspensory merger control regime has entered into force on 1 June 2024.Jurisdictional thresholds;1.If the combined turnover or value of assets whichever is higher of the parties in Egypt exceeds EGP 900 million and the

21、turnover of each of at least two persons exceeds EGP 200 million,or2.If the global combined turnover or value of assets whichever is higher of the parties exceeds EGP 7.5 billion and one of the parties to the transaction has turnover in Egypt that exceeds EGP 200 million.All transactions meeting cer

22、tain turnover or value of assets thresholds must be notified to the Egyptian Competition Authority(ECA)EgyptPhase I review period is 30 business days and can be extended by 15 business days if the parties submit commitments.The ECA has adopted a fast track simplified procedures for several transacti

23、ons.The clearance period in this case would be 20 business days.The clock does not start ticking until the notification form and documents are complete(this can result in further delays until the ECA is satisfied that the submission file is complete).TurkeyThe authority continues to catch acquisitio

24、ns of technology undertakings.Technology undertakings:Undertakings that have activities in the areas of digital platforms,software and game software,financial technologies,biotechnology,pharmacology,agriculture chemicals and health technologies,or assets related thereto.Applicable jurisdictional thr

25、esholds:(i)combined domestic turnover of the parties exceeds EUR 29,205,607;OR(ii)worldwide turnover of one party exceeds EUR 116,822,430.In 2023,the Turkish Competition Board reviewed 217 transactions where this number was 245 in 2022.This is an 11%decrease in the number of transactions reviewed.As

26、 such,the peak caseload of 310 filings in 2021 seems to be left behind following the increase of the jurisdictional thresholds in 2022.The TCB took 1 merger into Phase II review.Saudi Arabia and the GCCKSA1 November 2023:new version of the merger review guidelines issued with new merger control thre

27、sholds.New merger control guidelines under public consultation;In 2023:313 merger control filings submitted;3 conditional clearances issued;In Q1 2024:93 applications received.UAE28 September 2023:adoption of a new Competition Law;Introduction of a new revenue threshold,in addition to the market sha

28、res threshold(both to be determined by executive regulations to be issued);Unlike the old law where non-response by the Minister is considered acceptance,under the New Competition Law,silence is a sign of refusal of the transaction.South Africa&sub-Saharan AfricaConsideration of public interest fact

29、ors in merger control increasing strong focus on employment and,in South Africa,the promotion of a greater spread of ownership by historically disadvantaged personsCOMESA increasing scrutiny of horizontal mergers,with heightened participation by member statesMoroccoMorocco has adopted various amendm

30、ents to its competition law that will have significant impacts on its merger control regime.The amendments include increasing the minimum turnover thresholds for merger control filings,introducing a simplified filing form for no-issue transactions,and requiring a filing fee,with an optional expedite

31、d process for an additional fee.New notification thresholds:The total worldwide turnover,excluding tax,of all the undertakings or groups of natural or legal persons involved in the concentration is greater than 1.2 billion MAD(appx.110 million EUR)and the turnover,excluding tax,achieved in Morocco i

32、ndividually by at least one of the undertakings or groups of legal persons involved in the concentration is greater than 50 million MAD(appx.4.5 million EUR);orThe total turnover,excluding tax,achieved in Morocco by all the undertakings or groups of natural or legal persons involved in the concentra

33、tion is more than 400 million MAD(appx.36 million EUR)and the turnover,excluding tax,achieved in Morocco individually by at least two of the undertakings or groups of natural or legal persons involved in the concentration is 50 million MAD(appx.4.5 million EUR);orMoroccoThe companies which are parti

34、es to the agreement,or which are the subject thereof,or which are economically linked to it,have together carried out,during the previous calendar year,more than 40%of the sales,purchases or other transactions in a substitute market,or in a substantial part thereof.The higher thresholds should reduc

35、e the number of filings for transactions with no effect in Morocco,which is an important development that would help ease unnecessary filings.However,given that the first and third thresholds could potentially be triggered by one partys turnover or market share alone,a number of global businesses th

36、at are active in Morocco could technically trigger a filing requirement for each merger they enter anywhere in the world,even when the transaction has no nexus to MoroccoFiling fees and expedited review:New filing fees have been introduced,set at 0,1%of the transactions value,with a minimum of MAD 2

37、0,000 and a maximum of MAD 150,000.Parties can request the MCC to benefit from the fast-track review for a higher fee,up to MAD 300,000.QBaker&McKenzie International is a global law firm with member law firms around the world.In accordance with the common terminology used in professional service org

38、anizations,reference to a partner means a person who is a partner or equivalent in such a law firm.Similarly,reference to an office means an office of any such law firm.This may qualify as Attorney Advertising requiring notice in some jurisdictions.Prior results do not guarantee a similar outcome.20

39、24 Baker McKenzieBaker McKenzie delivers integrated solutions to complex challenges.Complex business challenges require an integrated response across different markets,sectors and areas of law.Baker McKenzies client solutions provide seamless advice,underpinned by deep practice and sector expertise,as well as first-rate local market knowledge.Across more than 70 offices globally,Baker McKenzie works alongside our clients to deliver solutions for a connected world.