Disney and Fox
Disney acquired 21st Century Fox for USD 1.3 billon. The merger involves the acquisition of film and television studios, contents and franchises among others.
The estimated amount to be acquired by Disney through the merger is of USD 19.8 billion
T-Mobile and Sprint
Both companies are interested in merging, a transaction that if taken place, would have a value of USD $ 26 billion. This transaction is a source of controversy in the United States since it reduces the number of agents in the market. Instead of the four companies currently competing, there would only be three. This creates uncertainty regarding the prices of monthly plans.
T-Mobile has stated that this merger would allow a better development of 5G technology in the country, also explaining that it would not raise the prices of its plans for a term of three years, nor would it charge the additional USD $ 10 that Sprint initially stated would charge for 5G technology.
Selling of ISA stock
EPM decided to put on hold the sale of 10.17% of their stock since the price of each share was increased by 24.7% as a consequence of good results during the 2018 period.
EPM sought to raise COP 1.5 billion to cover the liabilities and over costs resulting from the Hidroituango project, the biggest power generation project in Colombia. However, with the mentioned increase stock value, the expected amount to be raised is close to COP $2 billion.
EPSA (Celsia) and Enertolima
EPSA will acquire Enertolima for a value of COP 1.68 billion, which will be payed through bridging loans from national and international banks. As part of the merger, EPSA will acquire 75 substations and close to 11.000 km of energy distribution networks in the Department of Tolima, which supply energy for close to 47 municipalities in the Department.
Despegar and Viajes Falabella
Despegar reached an agreement to acquire the travel agency plus the trademark license of Viajes Falabella in Chile, Peru, Argentina, and Colombia for a value of USD $ 27 million.
This acquisition takes place within the framework of a strategic alliance between Despegar and Falabella Financiero, which was agreed for a term of 10 years extendable.
It is worth mentioning that Viajes Falabella had revenues in these countries for an estimated value of USD $ 50 million during 2018.
Tigo and Telefonica
Millicom, known commercially as Tigo, will acquire the Telefónica company in the countries of Panama, Nicaragua, and Costa Rica through a transaction valued at USD $ 1,650 million.
This transaction is still pending due to the corresponding regulatory approvals, but it is expected that the closing will take place in the second half of 2019.
To read similar news regarding antitrust cases, click here.Read More
1. Antitrust cases highlights
Chemicals market investigation
On March 18th, 2019 the SIC announced a new investigation against chemical companies Brinsa, Quimpac, Mexichem and Trichem (Tricon´s subsidiary) and their officials, for an alleged cartel in the industry of chemicals, specifically chlorine, caustic soda and derivative products.
The investigation is the result of a Leniency application by Brinsa and its officials.
Airlines fined for price fixing
The Mexican Competition Authority (COFECE) fined three airlines for being involved in anticompetitive practices in the air transport services market in this country.
The violation consisted of price manipulation through agreements, covenants and arrangements that sought to transfer costs to the consumers by establishing a minimum price base for various national and international routes between 2008 and 2010.
Alleged corn flour cartel
COFECE announced the opening of an investigation to several national companies and their officers for allegedly participating in anticompetitive practices affecting the corn flour market.
No information of the companies involved has been published.
Liquid crystal displays cartel fined
The Brazilian Competition Authority (CADE) found 2 companies and 17 officers guilty of participating in the international liquid crystal displays cartel between 2001 to 2006.
Price fixing, market distribution, exchange of sensitive information, as well as restricting production to control the supply and demand were among the sanctioned conducts.
The fine is approximately USD $ 6.9 million. The sanctioned companies are Chimei Innolux Corporation and Hannstar Display.
Possible underground and submarine cables cartel
The investigative body of CADE issued a report which advice to fine Exsym Corporation, LS Cable LTD, Nexans, Prysmian S.p.A, Taihan Electric Wire and Viscas Corporation, as well as two natural persons for being part of an alleged international cartel with effects on Brazil. The affected market would be underground and submarine wires for the conveying of electric energy from generation units to the final consumer.
According to the CADE, the alleged cartel existed from the early 90´s to mid-2004.
Alleged bid-rigging in the commercial paving and coating market
The Department of Justice filed charges against Michael Gannon, an American Contractor who is located in Chicago, and several other employees from three companies (still unidentified), for participating in public procurement with the purpose of conspiring to suppress and eliminate competition in this market.
The employed mechanism allegedly entailed submitting complementary proposals that allowed bid-rigging during a 2009-2017 period.
These public procurement procedures involved government contracts that range between USD $14.000 and 3.3 million.
Fines to tobacco companies
The Spanish Competition Authority fined Philip Morris España, Altadis and JT International Iberia, as well as two distributors, for exchanging sales information with the purpose of eliminating competition in the market.
This investigation was initiated as result of dawn raids conducted by this Authority.
The fine reaches a total of € 58 million.
Apple investigated for possible abuse of dominance
The Company is currently under investigation for alleged abuse of dominance regarding the conditions imposed to app developers.
The alleged accusations are the consequence of an economic study that implies that both Apple and Google may be abusing of their status of servers and competitors in their corresponding markets.
Gun-Jumping fine is donated to charity
Armalou Holdings Ltd. was found guilty of merging with no prior authorization of the Irish Competition Authority (CCTP).
Under the “Probation Act 1907” Armalou Holdings Ltd. was allowed to donate the sum of € 2,000 to a charity.
It should be noted that Armalou Holdings Ltd. owns the OHM Group in Ireland, responsible for importing and distributing Jaguar, Land Rover, Volvo and Skoda in this country.
An investigation involving consulting firms was filed
The Australian competition authority filed an investigation for an alleged cartel among Deloitte, EY, KPMG and PwC, companies that were investigated for coordinating their prices, agreeing to calculate their fees and bid-rigging. The decision was taken due to lack of evidence.
2. Unfair competition news:
Jeronimo Martins (“Tiendas Ara”) and Nestlé in dispute for undair competition
Nestlé sued Jerónimo Martins for marketing a product named “Choco Power” since its packaging is “predominantly green” and due to this, it is incurring in acts of unfair competition with regard to the use of the good standing of a third party, acts of confusion, and infringement of the general prohibition. The foregoing, as a consequence of the use of a color that is one of the two registered brands for “Milo” (a cocoa-based powdered food to modify milk).
To reads news about competition advocacy, click here.Read More
We briefly outline recent competition advocacy news aiming to highlight the trends and developments that your business should be aware of.
The Superintendence of Industry and Commerce (“SIC”) CANNOT conduct dawn raids without a court order
By means of Ruling C-165 of 2019, the Constitutional Court declared Constitutional Article 59 (partial) of Law 1480, 2011 (Consumer Statute) under which the SIC is vested with powers to carry out dawn raids, taking evidence and questioning witnesses. This power may be used by the SIC with prior approval of a judge. The decision has not been published, but by analogy this interpretation of the SIC´s powers is also applicable to antitrust matters. The landmark decision is set to control “fishing expedition” conducted by the SIC following precedents in the EU, where competition authorities decisions have been annulled for violation of due process.
Merger control law issued
The Peruvian congress approved the issuance of a law regarding merger control in this country. This law is still pending for enactment by the executive and it is expected to enter into force as of May of 2020,.
The jurisdictional thresholds for Peru are as follows:
- The total sum of the sales or gross income of the agents in the country of the companies involved in the transaction has reached in the last fiscal year prior to that in which the transaction is notified, is equal to or greater than USD $150 million.
- That at least two of the agents to be merged have generated sales that are equal to or greater than USD $31 million.
New standards for merger review procedure
The Economic General Attorney´s Office announced that as of August 9th, 2019 new standards will be implemented in the merger review procedure in order to determine whether mergers must be previously notified before this authority. The new threshold are as follows:
- The sum of the sales of the agents to be merged is equal to or greater than USD $ 107.6 million, and
- That at least two of the agents to be merged have generated sales that exceed of USD $ 19.4 million individually.
A new decree regarding commercial fariness was issued
On April 22, 2019 a new “commercial fairness” regulation was issued Decree No. 274/2019, was published in the Official Gazette of the Republic of Argentina repealing the earlier law, Law of Commercial Fairness No. 22.802.
Titles I, II, III, IV, V, VI y VIII have the specific purpose to ensure fairness and transparency in the commercial relations and to guarantee the access of essential information in regard with the products and services marketed in this country.
This decree prohibits the exercise of an unfair competition, whatever its form, whenever it is destined and its objective suitable to affect the competitive position of a person or the suitable functioning of the competitive process.
Companies may be sanctioned with a double fine
The EU General Court issued a ruling by which national competition authorities can impose fines for the violation of both national and supranational regulations, as long as the total sum of the fines is proportional to the violation.
Guidelines for calculating fines in cases of Gun-Jumping
The South African Competition Commission issued new guidelines to calculate fines for Gun-Jumping. The previous method was based on the volume of sales. The new method will be based on registration fees and filing fees.
To read about the most recent mergers in the market, click here.Read More
The following document is provided by Gómez-Pinzón Abogados S.A.S. to its clients and friends as a general reminder of certain legal obligations that must be complied with by local companies and branches of foreign companies at the beginning of each year. It should be noted that this document does not state any specific legal or regulatory obligation related to a particular issue or a particular company. For that purpose, we offer you our team of attorneys with broad experience in business-oriented legal practice.
The information contained herein is not intended to provide an exhaustive or detailed analysis of the obligations and duties which must be complied with by companies that carry out activities in the country. Therefore, it is the responsibility of each recipient to establish the applicability of the obligations and proceedings hereinafter described, as well as other duties that may apply according to the activities undertaken by each company, and to ensure its compliance by internal officers of each company.
Unless by express mandate of our clients, Gómez-Pinzón Abogados S.A.S. is not obliged to perform the following duties, but we would be more than glad to assist our clients:
Below, a summary of the recent legislative developments.
1. Who acknowledges the incapacities above 540 days?
- Decree 1333 of 2018 provided that the Health Promotion Agencies (EPSs) must recognize incapacities that exceed 540 days, provided the following aspects:
– There is a favorable medical rehabilitation concept.
– The worker has had recovery after following treatment, protocols and medical recommendations.
– The existence of concomitant diseases.
- Otherwise, the affiliate will go to the definitive qualification to obtain his incapacity pension
- Additionally, the decree established that there should be a periodic review of incapacities due to common disease and evaluate the recovery progress every 60 days.
- Decree 1273 of 2018 if contributions to the SGSSI by independent workers must be made in arrears.
- In the case of contracts for the provision of personal services related to the functions of the contracting entity, the contractor is obliged to make the withholding and payment of the contributions to the SGSSI through the Contribution Settlement Worksheet (“PILA, in Spanish”) of independent workers.
- Defines “Tips” as the voluntary recognition of money by the consumer and in favor of people who are part of the chain of services of commercial establishments.
- Tips are not salaries, so they should not be considered when making contributions to the General Social Security System, nor for the calculation of social benefits or other work credits linked to salary.
- The Superintendence of Industry and Commerce will be the entity responsible of informing consumers about the prices and the voluntary nature of the tip.
- The Superintendence of Industry and Commerce is empowered to monitor the information related to the consumer’s information on the voluntary nature of tips and its effective destination by commercial establishments.
- The law modified the working hours of workers who provide surveillance and security services. Can they work 12 hours? Are they entitled to surcharges?
- The law created the obligation to contract a collective insurance annually that covers operating personnel of this type of companies and organizations.
- The law regulated essential aspects of the psychophysical examination to be carried out by any service provider (IPS).
- Creates incentives for hiring people over 45, women and people with disabilities in the bidding process.
We invite you to read the recent Latin Lawyer Reference publication for insights and development regarding litigation in the Colombian jurisdiction, written by our Dispute Resolution partners: William Araque Jaimes and David Araque Quijano.
*An extract from Latin Lawyer’s Litigation Reference 2019. The whole publication is available at
Colombian infrastructure has lagged behind other Latin American countries for several years now. The World Economic Forum rates Colombia’s infrastructure 84th out of 138 countries, while neighbouring countries such as Panama, Chile and Ecuador are ranked 36th, 44th and 71st, respectively. This situation has become a threat to Colombia’s competitiveness and sustainable growth, considering the country’s areas of production are poorly connected to cities, ports and airports. As a result, over the past eight years, the Colombian government has put considerable efforts and resources into improving Colombia’s connectivity through the fourth-generation road infrastructure programme (“4G Concessions Program”). The goal is to facilitate international trade, regional development and centralised government through an expansion of the country’s transportation network.
Download the complete chapter about Trends & Developments in Colombia.Read More
The main objective of this law is to improve the conditions in which the operational personnel provide the surveillance and private security services. Companies and specialized cooperatives of surveillance and private security must attach to their application for operating license a copy of the work, social security and compensation scheme duly approved by the Ministry of Labor.
What new features did this Law introduce?
- One of the main novelties of this law is that it introduced the obligation to contract a collective insurance annually that covers operating personnel. Once this insurance is contracted, the operating personnel will be covered 24 hours a day.
- The insurance must be financed by the company, specialized cooperative or private security and surveillance department, and must be considered as a direct cost for the obligated entities.
- Additionally, the Law established that the psychophysical examination may be carried out by any of the service providers (IPS) of the country, if they meet the legal and regulatory requirements. The National Government must determine within a period no longer than six months from the effective date of this law, the requirements of the IPS to carry out this type of examinations.
- It should be noted that the psychophysical examination will be carried out at no cost by the Occupational Risk Managers to which the workers are affiliated and the certificate issued will be valid for one year and must be renewed annually.
What incentives does this law bring?
- The Law promotes an incentive for the linking of women, people over 45 and people with disabilities within their operational staff, consisting of additional scores for public bidding processes, merit contest and direct contracting of companies and cooperatives specialized surveillance and private security. This incentive will be regulated / structured by means of a Decree that must be issued by the National Government within a term not exceeding six months.
What role will SENA (National Learning Service) play in this type of activity?
- With this law, SENA is required to implement an academic curriculum with work skills, safety technician and safety technologist cycles aimed at security guards, supervisors, escorts, technological media operators and canine handlers, which may enter into agreements with companies and cooperatives for surveillance and private security.
What is the working day of these workers?
- This Law does not create a special working day, at least from the technical perspective of legislative amendment.
- However, the Law creates a legal exception for workers to provide services in working days of maximum 12 hours, as long as there is a prior written agreement with the employer, which is recorded with the signature of both parties.
- In conclusion, the Law allows workers in this sector to provide services in daily days of overtime or overtime of up to 4 hours.
Does the 12-hour day modify the maximum weekly workday allowed?
- No, the legal exception is limited to the 12-hour workday, without modifying the maximum allowed weekly work that is currently 60 hours, and provided that the company has the authorization of the Ministry of Labor for the days of additional time or overtime.
- Additionally, the legal exception of the daily work has no implication about the legal surcharges in force in Colombia.
By: Melissa Rumié
If you need more information about this subject, do not hesitate to contact our practice group.Read More
The purpose of this law is to prevent the owners of commercial establishments from appropriating the money from the tips that the consumers recognize for the good service rendered.
To whom does this law applies?
- This law applies to all commercial establishments dedicated to the provision of food service, beverages and / or public entertainment, and any other suggested tip payment or where there is room for it when the customer or consumer so determine it.
What should be understood by “tip”?
- The law defines “tips” as the recognition of voluntary money by the consumer and in favor of people who are part of the chain of services of commercial establishments, which is delivered for the good service and product received, regardless of the value of registered sale.
Should tips be part of the salary?
- The Law is clear in confirming that tips are not wages, so they should not be considered when making contributions to the General Social Security System, nor for the calculation of social benefits or other work credits linked to salary.
How should tips be distributed?
- The beneficiaries are, exclusively, the people that form part of the chain of services, composed by the personnel involved in the provision of the service to the consumer.
- If an agreement is not reached between the members of the service chain, the tips should be distributed equally among them. The employer/company will be autonomous in the terms to distribute the money of the tips but foreseeing that this period does not exceed the month.
- Employers/The Company cannot intervene in the distribution of tips money, nor allocate any part of them to expenses that by their nature correspond to the establishment of trade or retain the worker money for tips.
What is the amount of tips? Is it still voluntary?
- The tip cannot exceed 10% of the value of the service provided when it is suggested by the business establishment.
- Tips are still voluntary and should be informed to consumers in such a way. The Superintendency of Industry and Commerce will indicate the instructions regarding how consumers should be informed about the prices and the voluntary nature of the tip, as well as the right they have not to pay or modify the suggested percentage.
What powers does the Superintendence of Industry and Commerce have?
- As already mentioned, this entity is empowered to monitor what is related to the information provided to the consumer on the voluntariness of the tips, and its effective destination by commercial establishments.
- If employers do not comply with the provisions of this Law, the Superintendency of Industry and Commerce is empowered to impose economic sanctions in case of non-compliance.
By: Melissa Rumié
If you need more information about this subject, do not hesitate to contact our practice group.Read More
The Ministry of Health and Social Protection issued Decree 1333 of 2018 on July 27, 2018 and modified the regime of periodic reviews of incapacities for general illness of common origin by EPSs (Health Promoting Companies) in Colombia and the time of definitive qualification. Here are the main aspects:
- How will the control of workers’ incapacities be carried out?
- In accordance with Decree 1333 of 2018, through a periodic review of the incapacity. The Health Promotion Agencies (EPS) and other Entities Responsible to Compensate (EOC in Spanish) must carry out periodic reviews of incapacities due to general illnesses of common origin, in which they must implement a comprehensive plan of treatment, monitoring and evaluation of the rehabilitation process, which could allow to evaluate every sixty (60) calendar days the progress of the recovery of your work capacity.
- In whose head will be the recognition and payment of incapacities greater than 540 days?
- EPSs and other EOCs must recognize and pay for disabilities greater than 540 days, restarting the payment as of day 541, in the following cases:
- When there is a favorable concept of rehabilitation issued by the attending physician, in which it is required to continue medical treatment.
- When the patient has not recovered during the illness or injury that caused the incapacity due to a general illness of common origin, having followed the protocols, care guides and the recommendations of the attending physician.
- When new situations that extend the recovery time of the patient have occurred due to concomitant diseases.
- What happens if the concept of rehabilitation is unfavorable?
- When the EPS issues an unfavorable rehabilitation concept, the “incapacity” qualification process will begin.
- The norm does not establish who has the obligation to assume the payments during the incapacity qualification process as of day 540; however, since it is not expressly defined, in our opinion the affiliate’s Pension Fund Administrator should be responsible.
- Can I deduct the value of incapacities due to general illness, maternity and paternity leave from health contributions?
- No, since the date of entry into force of the master accounts for collection (year 2011), the contributors and independent workers must contribute independently to the Health System to the recognition of incapacity assistance or maternity or paternity leave.
- To avoid the creation of an additional economic burden on the employer, the Decree establishes periods of recognition of these benefits (incapacity assistance and licenses), namely: 5 working days from the date on which the economic benefit is recognized, payment that will be made directly or through electronic transfer.
- What happens if the member seeks to defraud the system of incapacitating indefinitely, abusing their right?
- The Decree indicates some behaviors considered as “situations of abuse of rights by contributors”. When there is abuse of the right, the case will be brought to the knowledge of the EPS or EOC, and in more serious cases, of the Office of the Attorney General of the Nation providing the corresponding evidence. Additionally, when it is determined that any of the causes of abuse of the right was established, there will be a suspension or non-recognition of the incapacity payment due to general illness.
By: María Angélica Pulido
If you need more information about this subject, do not hesitate to contact our practice group.Read More