Sharq Law Firm is headquartered in Doha, Qatar and advises a wide range of local and international clients on all legal aspects regarding their business and activities in Qatar and abroad. Sharq Law Firm is committed to achieving the best possible outcome for its clients. Whatever the assignment may be, there is a proactive, diligent and systematic support at every level of the firm. The European spoke to Senior Partner Rashid Al Saad about Qatari laws and regulations pertaining to merger control.
Have there been any recent developments regarding the Qatar merger control regime, or any updates expected in the coming year? Are there any other hot merger control issues in Qatar?
Rashid Al Saad: Qatar is one of the first states within the Gulf Cooperation Council (GCC) and the Arab region to adopt a special regime regarding the organisation of competition between juristic companies and market players in order to provide for a fair and dynamic market.
In general, merger control is organised by Law No. (19) of the year 2006 regarding Protection of Competition and the Prevention of Monopolistic Practices (hereinafter referred to as the “Law”) and its Executive Regulations no. (61) of the year 2008 (hereinafter referred to as the “Executive Regulations”).
Since the enactment of the Law and the Executive Regulations there have been no amendments thereto. However, Qatar is witnessing a legislative revolution, especially regarding laws and regulations of an economic and commercial nature to make sure that the State of Qatar remains attractive to foreign investors. Therefore, we expect that the Law might be amended to correspond with the developments in the Qatari market, especially because the Law and the Executive Regulations are still in their very early stages, and at the time of writing, there remain some gaps in the Law and the Executive Regulations, and consequently, some uncertainty to the requirements and obligations of the Law and Executive Regulations.
Under Qatar merger control law, is the control test the same as the EU concept of “decisive influence”? If not, how does it differ and what is the position in relation to “minority shareholdings”?
RA: Neither the Law nor the Executive Regulations address the concept of “decisive influence” per se, but it appears that the Law has been drafted in an attempt to reflect certain criteria of the EU regime on competition. In this regard, the Law provides for certain concepts, such as merger control, abuse of dominant position, and restrictive agreement(s).
Although, the Law does not provide a specific provision in relation to protection of “minority shareholders”, it protects the rights of “minority shareholdings” through, but not limited to: 1) a mandatory filing requirement as per Article (10) of the Law to supervise the transaction conditions which of course would include the minority shareholders rights; 2) in case of acquisition of 40% in a company, the acquirer is obliged as per Article (288) of the Commercial Companies Law no. (11) of 2015 to take the necessary procedures and actions to protect the minority shareholders’ right, and; 3)
in case of merger or acquisition of a joint stock company listed in the stock exchange, the capital market authority in Qatar (i.e. Qatar Financial Market Authority) plays its own role regarding the supervision of maintaining the minority shareholders rights in accordance to its own regulations.
Are there any specific issues parties should be aware of when compiling and calculating the relevant turnover for applying the jurisdictional thresholds?
RA: As mentioned previously, the official thresholds have not been defined. In addition, there are some requirements/ considerations under Article (10) and (11) of the Law, that should be taken into consideration by the parties in a transaction that might imply a dominant market position. Such requirements/considerations are as follows:
Not only are mergers caught under the Law, but also acquiring assets, ownership rights, usufruct, purchasing of shares, cartels and merging the management of two juristic persons in a way that such acts imply the creation of a dominant market position.
In case parties to a transaction are about to engage in one of the aforementioned acts, one of the concerned parties shall notify the Competition Committee at the Ministry of Economy and Commerce (hereinafter referred to as the “Committee”) prior to the closing of the deal to get the approval of the Committee on the deal.
The Committee shall render its decision whether to approve or dismiss the deal within 90 days starting from the day of the applying the notification.
Additionally, if the applicant received no response from the Committee till the end of the 90 days period, the applicant shall consider the no response of the Committee as an implied approval to his application.
The application should mention the following information:
- The applicant’s name, capacity, I.D number, nationality, company’s name and its C.R. number.
- The name and details of the relevant parties in the deal including their
- The name, nationality, nature of the activity, headquarter and C.R. number.
- Defining the reason of the notification (e.g. merger, acquisition, cartel, join venture) l The effects of the deal whether negative or positive.
- Other disclosure information related to the concerned parties and the deal such as the targeted market and nature of the activity subject matter of the deal, and production capacity of the concerned parties to the deal.
- Acknowledgment from the applicant that it will not close the deal prior to obtaining the Committee’s decision or after the 90 days period ends without receiving a response from the Committee. The Committee may not apply the aforementioned mandatory filing if the Committee is of the opinion that the deal would assist in the economic development of the country in a way that compensate any detriment to competition.
The Committee reserves its right to revoke its decision given on the aforementioned application/deal if the information it received from the concerned parties was untrue or fraudulent.