Decree No. 2019-339 of 18 April 2019 (the “Decree”), simplifying formalities for the notification of a prospective concentration operation, including mergers and acquisitions, to the French Competition Authority (“FCA”), was published in the French Official Journal on 20 April 2019 and came into force the following day.
This Decree is in line with the FCA’s intention to modernise concentration control, as announced by the FCA at the end of 2017.
The Decree amends the annexes to the French Commercial Code setting forth the information to be provided relating to the filing of a concentration notification and brings two main novelties.
Firstly, it simplifies the notification file itself:
Whilst before the entry into force of this Decree, the notification had to be submitted in four copies, now only one is required.
Next, Annex 4-3 of the French Commercial Code has been amended to increase, in accordance with the vertical restraints guidelines, the threshold above which a market would prima facie be considered to be affected, from 25 to 30%. The exceeding of such threshold implies the requirement to provide more substantial information in the notification. Now, therefore, such additional information will be required only when the 30% threshold is exceeded, which simplifies notifications for proposed transactions falling below such threshold.
Finally, Annex 4-4 of the French Commercial Code has also been simplified so as to streamline the notification of concentration process. Whereas, prior to the entry into force of the new Decree, the table relating to the reporting of financial data of companies notifying their concentration had 93 entries, it now has only 12. These 12 entries concern mainly turnover information.
Secondly, the Decree creates an online notification procedure for simplified filings:
Such dematerialized procedure will be available for mergers which benefited from the simplified procedure in its current form. This online notification procedure is currently being tested and should be implemented before the end of the first half of 2019.
This dematerialized procedure and the measures implemented by the Decree more generally aim at modernizing the French State’s intervention methods, thus taking into account businesses’ requests for more efficient and practical processes.