Corporate and M&A

On July 15, 2020, Uruguay laid down new regulations aimed at putting into effect recently enacted merger control legislation.

Under the new regime, prior authorization is required where the cumulative invoicing (in Uruguay) of the entities involved exceeds the sum of USD 64,000,000 (approx., taxes included).

For purposes of the above threshold, gross income (in Uruguay) of the following entities is to be considered: (i) parties of the transaction; (ii) parties`s subsidiaries; (iii) parties`s parent companies; and (iv) entities controlled by those who also control the parties.

Once the authorization request is filed, the Antitrust Commission is required to decide within 60 days. The Commission silence implies tacit authorization.

Mergers conducted abroad must be submitted ten days before they produce legal effects in the Uruguayan territory. Such transactions will require the Commission`s prior authorization when the local turnover of the subsidiaries/branches in Uruguay (of the entities participating in the transaction abroad) reaches the threshold indicated above.

Transactions entered into without the Commission`s prior authorization (where applicable) are null and void and will not produce any legal effects.