J. Sroczyński for WuW No. 12/1997 – New regulations on reorganisations and mergers

Following the 1995 amendment of the Law on Counteracting Monopolistic Practices, which has introduced new merger control rules (see WuW 9/1997, at p. 712), the Council of Ministers has issued a secondary regulation on the “detailed conditions of notifying intentions to merge and transform economic entities”. The said regulation includes a detailed questionnaire, submission of which is required when a merger notification is filed with the President of the Office of Competition and Consumer Protection.

The questionnaire consists of several parts, such as a general presentation and reasons of the notified intention to merge, main facts concerning the undertakings involved, and a description of the relevant markets affected by the merger.

The notifying entities should reveal their group structures and present lists of subsidiaries, particular importance being drawn to those located in Poland. The parties to a merger should also provide an estimate of their respective market shares and indicate their largest competitors, suppliers and clients. An analysis of barriers to entry to the relevant market should also be provided. Certain documents should be filed as attachments to the questionnaire, including balance sheets, profit and loss accounts, copies of concluded agreements, letters of intent, corporate resolutions, etc.

When a dependent entity is the actual participant in a merger, its dominant entity should submit the filing. Under the pertinent definition, an entity is deemed dominant if it holds a majority of the management of the dependent entity, or, finally, if a majority of the members of the dominant entity’s management at the same time perform managerial functions in the dependent entity (inter-locking directorships).

J. Sroczyński, Wirtschaft und Wettbewerb. Developments in national competition law, No. 12/1997.