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Merger Notification in Bolivia
In this article, we will provide an overview of the key points related to merger notification in Bolivia.
Required Documents for Full Notification
Before filing a merger notification, the following documents are required:
- Incorporation documents: These include articles of association, bylaws, and any other documents that evidence the incorporation of the merging parties.
- Powers of attorney: A power of attorney is required to authorize the person or entity responsible for submitting the merger notification on behalf of the merging parties.
- Certificate of good standing: A certificate of good standing is necessary to confirm that the merging parties are in good standing with the relevant authorities.
- Tax identification number: The tax identification number is required to verify the identity and tax status of the merging parties.
Filing Fees
There are no specific filing fees provided by law in Bolivia. This means that there are no charges associated with submitting a merger notification.
Implementation of Merger before Approval - “Gun Jumping” and “Carve Out”
In regulated sectors, implementation of the merger before approval is prohibited. No permission can be obtained to implement the merger before approval has been granted.
Preparatory Steps
Due diligence must be conducted in a way that safeguards against commercially sensitive information being used for purposes other than assessing the merger. However, there are no guidelines on what may be considered acceptable preparatory steps.
Veto Rights and “Ordinary Course of Business” Clauses
There are no provisions in Bolivian regulation about mergers that prohibits or allows “ordinary course of business” clauses. This means that the merging parties have flexibility when it comes to veto rights and ordinary course of business clauses, but they must ensure compliance with regulatory requirements.
Implementation outside the Jurisdiction before Approval - “Carve Out”
There are no specific rules on “carve out” in Bolivian regulation about mergers. This means that implementation of the merger outside the jurisdiction before approval may be allowed, subject to the merging parties’ compliance with applicable laws and regulations.
Consequences of Implementing without Approval/Permission
The parties may be fined if the merger is implemented before approval is obtained. This highlights the importance of obtaining regulatory approval before implementing a merger in Bolivia.
Phases and Deadlines
Pre-notification Phase
There are no formal rules on pre-notification consultations in Bolivia. However, it is recommended that merging parties engage with relevant authorities to ensure a smooth notification process.
Approval Process
There are no specific formal rules on the assessment of merger notifications in Bolivia. The approval process typically involves review by the relevant regulators, who assess whether the merger complies with regulatory requirements.
Tests or Criteria Applied when a Merger is Assessed
In the electricity sector, a merger or acquisition that grants an electricity generation company a market share of more than 36% of the installed capacity of the National Interconnected System would be prohibited. This highlights the importance of ensuring compliance with regulatory requirements in specific sectors.
Non-competition Issues
No non-competition issues can be considered when assessing a merger in Bolivia. Merging parties must ensure compliance with applicable laws and regulations regarding competition.
Decisions and Remedies/Commitments Available
There is no specific regulation on the conditions that may be applied to a decision on approval of a merger in Bolivia. However, merging parties can negotiate commitments or remedies as part of their notification process.
Publicity and Access to the File
The decisions from the relevant regulators are not made public. This means that merging parties have limited access to information regarding regulatory decisions.
Access to the File for Merging Parties and Third Parties
Merging parties have a right to access the file, which includes documentation related to their merger notification.
Judicial Review
Decisions regarding merger control issued by the supervision authorities within the regulated sectors may be appealed using the administrative procedure. This provides merging parties with an opportunity to challenge regulatory decisions through judicial review.