Lithuania

Authority / Source

  • The Competition Council of the Republic of Lithuania
  • The Law on Competition of the Republic of Lithuania (23 March 1999, No. VIII-1099, replaced by the new edition of 22 March 2012, No. XI-1937).
  • Resolution of the Competition Council of the Republic of Lithuania on approval of the procedure for submission and examination of notification on concentration and of calculation of aggregate turnover (27 April 2000, No. 45, as amended on 13 January 2005, No. 1S-4).

Mandatory / Voluntary

Mandatory

When to notify?

Prior to the completion of concentration.

Can notify before execution of an agreement, or making a public bid, provided the parties can demonstrate a good faith intention to conclude an agreement or make a public bid to buy up shares.

Threshold(s)

Notification required where:

  • the combined aggregate domestic / worldwide (see below) turnover of the undertakings concerned exceeds LTL 50 m (approx. EUR 14.5 m); and
  • the aggregate domestic / worldwide (see below) turnover of each of at least two of the undertakings concerned exceeds LTL 5 m (approx. EUR 1.45 m).

For parties not incorporated in Lithuania, the thresholds refer to domestic (within Lithuania) turnover.

For parties incorporated in Lithuania, the thresholds refer to world-wide turnover.

Obligation on whom

  • Each of the merging undertakings; or
  • the undertaking(s) acquiring control; or
  • the parties to the agreement, where they jointly set up a new undertaking or create a common management body or administrative subdivision, or due to the decisions taken will control at least half of the same members in bodies, administrative boards, or commit themselves to coordinating amongst themselves decisions concerning their business activities, or to transferring to each other all or some of profit, or transferring each other the right to dispose of some or all their assets.

Consequences of failure to notify

  • Parties can be required to perform actions restoring the situation prior to the concentration or eliminating the consequences of concentration where the transaction, if it were to be implemented, would result in a dominant position or substantial restriction of competition in a relevant market.
  • A fine of up to 10% of the parties’ combined domestic / world-wide (see note under “Threshold(s)”) turnover in the preceding business year.
  • Natural persons (e.g. directors, managers) can be subject to fines ranging from LTL 20,000 (approx. EUR 5,793) to LTL 50,000 (approx. EUR 14,481).
  • The transaction will be void if the Council subsequently adopts a decision blocking the merger.

Consequences of implementing a transaction despite obligation to suspend until clearance

  • Parties can be required to perform actions restoring the situation prior to the concentration or eliminating the consequences of concentration where the transaction, if it were to be implemented, would result in a dominant position or substantial restriction of competition in a relevant market.
  • A fine of up to 10% of the parties’ combined domestic / world-wide (see note under “Threshold(s)”) turnover in the preceding business year.
  • The transaction will be void if the Council subsequently adopts a decision blocking the merger.

Consequences of implementing transaction despite prohibition decision

  • Parties can be required to perform actions restoring the situation prior to the concentration or eliminating the consequences of con-centration.
  • A fine of up to 10% of the parties’ combined turnover in the preceding business year.
  • The transaction will be void.

Stages

First Stage – one month 

Within one month after receipt of notification the Council must clear the transaction or proceed with an in-depth investigation.

Second Stage – three months 

Three months, may be extended by one extra month.

Foreign-to-foreign mergers caught?

Yes, if the parties’ turnover in Lithuania meets the thresholds.

Treatment of JVs

“Full-function” joint ventures (same meaning as under EUMR) are caught where the thresholds are met.

Non-full function joint ventures are excluded from the Lithuanian merger control regime.

Up to date as of 1 September 2014
Euro exchange rate as of 1 September 2014