Getting The Deal Through – Merger Control 2015: Uzbekistan

UZBEKISTAN

Legislation and jurisdiction

1 What is the relevant legislation and who enforces it?

The merger control regime is regulated by the Law of the Republic of Uzbekistan No. ZRU-319 on Competition (the Competition Law), which entered into force on 6 December 2012, replacing the Law on competition and restriction of monopolistic behaviour in the commodities markets. The Competition Law now also governs merger control in financial markets, whereas the previous Law applied only to commodity markets.

Other legislation includes Regulation No. 230 on the order of reviewing and obtaining preliminary consent for concluding shares acquisition agreements in legal entities, approved by the Decree of the Cabinet of Ministers of Uzbekistan on 20 August 2013 (Regulation No. 230), and Regulation No. 344 on the order of issuing a preliminary consent for establishing associations of legal entities, merger and consolidation of legal entities, approved by the Decree of the Cabinet of Ministers of Uzbekistan on 27 December 2013 (Regulation No. 344). These regulations establish detailed procedures for obtaining the antimonopoly pre-approval in the commodities markets and financial markets.

Uzbek merger control provisions are enforced by the State Committee of the Republic of Uzbekistan on Privatisation, De-Monopolisation and Development of Competition (the Antimonopoly Committee) and its 14 regional departments across the country.

2 What kinds of mergers are caught?

The following transactions will require an antimonopoly clearance, provided that the respective thresholds are met (with respect to the thresholds, see question 5):

establishment of association of legal entities; merger and consolidation of legal entities; and acquisition transactions. It seems that basic principles of the merger control regime that existed until 2012 were retained in the Competition Law; however, the relevant pre-closing notification was significantly revised. One major improvement was that in respect of acquisitions the merger control requirements only apply in cases where the acquisition of a new or increase of an existing stake crosses certain thresholds (35, 50 and 75 per cent in the case of joint-stock companies and 50 and 66 per cent in the case of limited liability companies). In other words, notification is no longer required for each and every increase of an existing stake (previously acquisition of even a single share above the 35 per cent threshold required...