Merger Controls First Edition - J Sagar Associates

Attorneys at Law Borenius Estonia
Approach to remedies (i) to avoid second stage investigation and (ii) following second stage investigation
As a rule, in order to avoid restriction of competition, the ECC has the right to grant permission to concentrate provided
that the parties to the concentration undertake to perform certain obligations. Each concentration case is assessed
individually by the ECC and the commitments are proposed in close co-operation with the parties to the concentration.
The concentrations notified to the ECC in 2010/2011 did not involve undertaking obligations by the parties and thus no
new guidance was issued on the matter of remedies to avoid a Phase II investigation or following a Phase II investigation.
However, it is common practice in Estonia, in the case of complex concentrations, that the acquirer promises to undertake
certain commitments in order to have the concentration cleared. For example, a purchaser may undertake to sell certain
parts of its undertaking, or to allow access to third parties to its other entities within a certain time limit. If serious
competition concerns are raised, then such commitments have proved to be the best means of overcoming possible
competition restrictions. However, it is up to the ECC to assess the commitments offered to see if they are enough to
eliminate hesitation. If the ECC does not, in the end, approve the commitments, the concentration most probably will not
be cleared.
Key policy developments
No key policy developments have occurred in Estonia over the past year.
Reform proposals
No reform proposals have been made over the past 12 months in regard to amending the concentration control part of the
ECA.
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