Austria Acquisition of the share capital (Share Deal) or the assets of the company (Asset Deal).

Brazil The incorporation of a wholly owned subsidiary as a Ltda. to acquire the agreed participation of the target (100% or partially).

China Share and asset deals are both common.

Czech Republic Acquisition of the share capital (“share deal”) or the assets of the company (“asset deal”).

England & Wales Acquisition of the entire issued share capital of the company.

France Direct acquisition or thanks to a dedicated vehicle ( Holding company (LBO) with setting-up of a tax group regime for leverage with indebtedness).

Germany Acquisition of the share capital/shares of the company (share deal).

Hong Kong Acquisition of the share capital or assets of the company.

Hungary Acquisition of local companies are usually done through a share deal.

Ireland Acquisition of the entire issued share capital of the company.

Italy Acquisition of whole, or part, of the share/quota capital (i.e., share deal), or of certain assets (or business or business units as going concern – azienda o ramo d’azienda) of the company (i.e., asset deal).

Netherlands Acquisition of the share capital of the company.

Poland Acquisition of a local company usually takes place in the form of purchase of shares.

Portugal Acquisition of the entire share capital of a company.

Merger of two or more previously independent companies.

Singapore Acquisition of the share capital of the company.

Slovakia Acquisition of the share capital or assets (undertakings) of the company.

Spain For an inbound investor, it is quite common either to acquire directly or through a Spanish newly incorporated company. If there is financing involved in the transaction, it is more common to use a newly incorporated Spanish company as vehicle.

United Arab Emirates Previously, in order to acquire a mainland local company, the foreign investor would only be able to acquire 49% of the total share capital either directly or through intermediate holding companies and would have to engage a local national or a company 100% owned by local nationals as a 51% shareholder. However, as outlined above, under the Commercial Companies Law 2021 (as amended), the requirement to have a local shareholder has been abolished across many license activities (aside from those of strategic importance to the UAE Government) and as such foreign investors can own 100% of the share capital either directly or through intermediate holding companies.

Austria Austrian law technically distinguishes between a merger by absorption and a merger by establishment of a new entity; both resulting in a universal succession.

However, mergers are mostly used in the course of restructuring measures (e.g., before or after a transaction), not as acquisition vehicle.

Brazil There is no merger concept in Brazilian law.

China Yes, including absorption and consolidation mergers.

Czech Republic Yes, Czech Republic has a legal merger concept governed by the Transformation Act. The Czech Law distinguishes between a merger by absorption and a merger by establishment of a new entity, both resulting in a universal succession. Currently, the Czech Parliament is reviewing a regulatory amendment that would also introduce a new demerger by spin-off model.

England & Wales There is no merger concept in English law like that in some other jurisdictions such as the US and various EU member states.

France There is a merger concept under French law allowing rollover tax regime and deferred taxation.

Germany Yes, Germany has a legal merger (Verschmelzung) concept governed by the German Transformation Act (Umwandlungsgesetz).

Hong Kong Yes.

Hungary The rules of a merger are laid down in the Civil Code and in the Act CLXXVI. of 2013 on the Transformation, Merger and Division of Legal Entities. There are strict procedural and documentation requirements, therefore the merger of companies requires cooperation with legal, audit, accounting and tax experts as well.

Ireland Domestic mergers are possible under the Companies Act 2014. EU cross-border mergers are possible under the European Communities (Cross-Border Mergers) Regulations 2008.

Italy Yes, the concept of merger is established in sections 2501 and ff. of the Italian Civil Code, which include the definition, the features, and the steps to be followed to carry out a merger process.

Italian law generally distinguishes between merger by absorption and merger by incorporating a new company.

Netherlands The Dutch Civil Code provides for statutory law regarding national legal mergers and legal divisions and cross-border legal mergers and legal divisions. Also cross-border migrations of companies within the EU have now been enabled by the Dutch legislator.

Poland Polish law technically distinguishes between a merger by acquisition and merger by a formation of a new company.

Portugal Yes. The Portuguese Companies Code (“PCC”) states that two or more companies might merge into one.

The PCC sets forth two types of mergers:

1. Merger by incorporation: global transfer of the assets of one or more companies to another and the attribution to the shareholders of their respective shares.

2. Merger by formation or concentration: Incorporation of a new company, to which the assets of the merged companies are globally transferred, and to the shareholders of the merged companies are assigned shares of the new company.

Singapore Yes.

Slovakia Slovak law technically distinguishes between a merger by absorption and a merger by establishment of a new entity; both resulting in an universal succession.

Spain Yes.

United Arab Emirates Yes, the UAE Companies Law does provide for such concept, which is applicable to most UAE companies registered in the mainland, and also companies registered in a tax-free zone where the rules and regulations of the respective tax free zone do not contain relevant provisions, or where a free zone company is permitted to conduct activities in the mainland of the UAE.

Austria No.

Brazil No.

China Yes, stamp duty is charged at 0.05% of the contractual price of sales. Income tax will also be levied, the rate of which however varies depending on the case.

Czech Republic No. There are no special local rules in respect of taxation of a gain on a disposal of shares and there is no transfer tax. The gain is taxed as income at 15% (for individuals) and 19% (for companies). Please see above for certain changes with respect to government’s consolidation package as of 1 January 2024.

England & Wales Stamp duty is charged at 0.5% of the value of the consideration.

France Registration tax is charged at:

- 0,1 % of the value of the consideration for the sale of shares of a SAS
- 3 % of the value of the consideration for the sale of shares of a SARL form (a rebate of €23 000 times the number of shares sold over the total number of shares forming part of the share capital of the company is applicable)
- Real estate companies: 5 % of
(a) the consideration for the sale of shares or
(b) the market value of the shares, if higher.

Germany There is no stamp duty. However, real estate transfer tax may be triggered in connection with (direct or indirect) transfer of shares in case real estate is involved. Furthermore, VAT will be triggered if the seller/s of the shares waive/s the VAT exemption.

Hong Kong Yes, stamp duty is charged at a total 0.26% of the amount of consideration of the sale or of the value on the shares (ascertained from the latest accounts of the company), whichever is higher. This will usually be shared equally between the buyer and the seller. Stamp duty shall be payable within two days after the transaction is effected in Hong Kong, and within 30 days if the transaction is effected elsewhere.

Hungary Basically, there is no special transfer tax on the sale of shares, but in case of a share purchase in a company holding Hungarian real property special rules apply. The general rate of duty on the acquisition of a capital contribution in a company with holdings in real estate properties located in Hungary shall be 4% of the market value of each real estate property acquired up to HUF 1 billion (approx. EUR 2,630,000), without any deduction of encumbrances, plus 2% of the portion of the market value above HUF 1 billion, but not to exceed altogether HUF 200 million (approx. EUR 526,000) per property. In respect of the acquisition of partial ownership in a real estate property the 4 per cent rate shall be applied for the fraction of the HUF 1 billion (approx. EUR 2,630,000) in proportion of the ownership percentage acquired, or up to HUF 200 million (approx. EUR 526,000) per property shall be applied in proportion of the ownership percentage.

A 'company with real estate holdings in Hungary' is by definition an economic operator:

- whose real estate holdings in Hungary carry a balance sheet value constituting more than 75% of the balance sheet value of its total assets

- or that has a share of over 75% in an economic operator which complies with the requirements described above.

When calculating the value of the assets that are recognised in the balance sheet of the company, liquid assets, pecuniary claims, prepayments and accrued income, and loans shall not be taken into account. Balance sheet shall mean the balance sheet adopted in the last annual account before the time of acquisition, or the opening balance sheet in the absence thereof.

Ireland Stamp duty is charged at 1% of the higher value of the consideration or the market value of the shares transferring. It is payable by the buyer.

Italy Yes: Italian taxes applicable are (i) Tobin tax and (ii) registration tax. On capital gains, please refer to “Tax” section below.

i. Tobin Tax applies to the sale of shares and participating financial instruments issued by listed companies as follows:
- sale of shares that are not traded on regulated markets and multilateral trading systems: 0.20% of the transaction value (i.e., of the amount paid)
- sale of shares traded on regulated markets and multilateral trading systems: 0.10% of the transaction value (i.e., of the amount paid).
Tobin tax does not apply to transfers of quotas of limited liability companies.

ii. Registration tax on share deal: EUR200 (does not depend on transaction value).

Netherlands No.

Poland Sale of shares in a Polish company is subject to 1% transfer tax on shares’ fair market value.

Portugal Share deals involving the purchase of quotas or shares in a private limited liability company by quotas (Lda.) and in a private limited liability company by shares/joint stock company (S.A.), holding real estate assets located in Portugal, will be subject to Property Transfer Tax (“IMT”) at the rate of 6,5% calculated on the balance sheet value of the property if:

1. The balance sheet of the company is, directly or indirectly, composed of real estate assets located in Portugal in more than 50% of the total;
2. The real estate assets are not directly allocated to an activity of agricultural, industrial or commercial nature, unless the activity is of purchase and sale of real estate property; and,
3. As a result of the acquisition one of the shareholders holds at least 75% of the share capital of the target entity (or the number of shareholders is reduced to two persons married or in a non-marital partnership).

The assessment and payment are due by the buyer.

Singapore Stamp duty is charged at 0.2% of the purchase price or the actual value of the shares (whichever is higher).

Slovakia No.

Spain The sale of shares is subject to and exempt from Transfer Tax.
If the deed is notarised, Stamp Duty may have to be paid. The tax rate depends on the Autonomous Community of Spain. In general, the fixed fee is €0.30 per sheet and €0.15 per page. The variable quota is calculated by applying the tax rate of 1.5%.

United Arab Emirates The transfer of shares for a mainland LLC must be pre-approved and registered by the DED but is not subject to taxes as such. However, there are fees charged in connection to the filing of the share transfer with the DED. Also the share transfer has to be arranged in a share sale and transfer agreement notarized before the UAE notary public.


The notary public fees depend on the consideration paid for the shares. Where the share purchase price is less than AED 100,000 a fee in the amount of AED 300 multiplied by the number of signatories is payable. For share transfers with a consideration in excess of AED 100,000, the notary public's fee is 0.5% of the consideration amount, capped at a maximum of AED 15,000. The DED's fees are dependent on the value of the share capital.


For a company registered in a tax free zone, in principle the same concept applies. Apart from very few exceptions a transfer of shares is subject to approval from the tax free zone registration department. The fees charged vary from one free zone to another.

Where the UAE registered target company owns real estate, in the emirate of Dubai the change in the ownership of the company is considered as a change of ownership for the real estate and a transfer fee of 4% of the market value or purchase price (whichever is higher) would be applicable. Depending on the nature of the property, this transaction may also trigger a 5% VAT liability.

Austria The acquisition of a share in a limited liability company (GmbH) requires the involvement of an Austrian notary as such share may only be transferred (in rem) based on a notarial deed.
For the transfer of shares in stock companies (Aktiengesellschaften) and in flexible companies (FlexCo) there are no such formal requirements, whereas in case of the latter a written deed needs to be established by either a notary or an attorney in law.

Brazil No.

China No. But documents proving the identity of the foreign acquiring parties (like commercial registry) will need to be notarised and legalised.

Czech Republic A notarial deed is not required for a share acquisition, however, certification of signatures by a notary or a public authority is necessary.

England & Wales No.

France No.

Germany Yes, if shares in a German limited liability company (Gesellschaft mit beschränkter Haftung, “GmbH”) are involved.

Hong Kong No.

Hungary A share acquisition does not necessarily require a notary to be engaged, or a countersignature of the SPA by an attorney-at-law, however, it must be in writing, and it is highly recommended to have an attorney-at-law to countersign the contract.

Ireland No.

Italy S.r.l: the transfer of quotas does not mandatorily require the presence of the Notary Public since the relevant deed may be executed also before a qualified and authorized accountant. However, the common market practice is to execute the deed before a Notary Public.

S.p.A.: the most common forms of acquisition of shares (endorsement, or so-called transfer) require the authentication of the Notary Public (or other authorities, if any special law requires so). In case of dematerialized shares, the presence of the Notary Public is not necessary.

Netherlands Yes, mandatory.

Poland In the case of a limited liability company, transfer shares shall be executed in writing, with the signatures certified by a notary.

For the transfer of shares in a joint stock company or the simple joint stock company there are no such formal requirements.

Portugal No. It is advised to notarize the signatures but not mandatory.

Singapore No.

Slovakia The role of notary is limited to verification of signatures, which is mandatory in case of LLC share acquisition and customary in acquisition of shares in other companies’ types.

Spain For shares of an SL, yes, it is required to notarize the transfer of shares in order to the transfer to have effects against third parties. When it comes to shares of an SA, in general terms is not strictly necessary, however it is common practice.

United Arab Emirates Yes, the share sale and transfer agreement needs to be notarised locally for a LLC registered in the UAE mainland.


Such agreement needs to be signed in front of an officer at the concerned tax free zone authority where a company is registered in a tax free zone.

Austria Yes.

Brazil No.

China Generally not in the case of a share deal. But an employee settlement plan is currently required in case equity in a Chinese company is acquired by a foreign company.

Czech Republic There is a general information duty of the employer, ie the Czech target company, towards its employees with regard to the “economic and financial situation of the employer and its probable development” or the “legal status of the employer” stipulated in the Czech Labour Code. However, this does not result in a duty to inform the employees in the case of a transfer of the legal entity, the Czech target company itself.

In case of an asset transfer in the form of a transfer of the enterprise, however, the employers are obliged to consult the employees on the transfer of rights and obligations under employment law relationships. The employers shall inform and consult the employees directly if there is no trade union, work council or representative for occupational health and safety protection active at the employer.

England & Wales No (provided it is a share sale).

France Prior information and consultation of the Social and Economic Committee can be requested.

Companies must also inform their employees on the contemplated sale of securities representing more than 50% of the company’s share capital. A specific procedure (Hamon law process) should be complied with. Hamon law process is applicable to companies with less than 250 employees and whose annual turnover does not exceed EUR 50,000,000 or whose balance sheet total does not exceed EUR 43,000,000.
Violation of such rule could result in a fine of up to 2% of the total purchase price. Same procedure also applies in case the transaction is structure as an asset acquisition/ transfer of business.

Germany Share Deal: If an economic committee (Wirtschaftsausschuss) is established, it must be informed about the purchaser, its intentions with the acquired business and the consequences for employees. If no economic committee is established, the same
information must be provided to the works council. If neither is established, there is no obligation to inform employees.

Asset Deal: Generally no legal requirement to inform works council, but customary and usually recommendable. If the asset deal results in a transfer of undertakings (see below), employees must be thoroughly informed about the transfer, its reasons and consequences. Both: If legally defined changes to the operation, such as a split up of operations, result from the deal, a reconciliation of interests (Interessenausgleich) and potentially social plan (Sozialplan) must be negotiated with the works council.

Hong Kong In the case of a share transfer, no (subject to any change of control provisions in the employment contracts).

Hungary Employees and/or employee representatives/representative bodies shall not be consulted in case of acquisition. Employees and/or employee representatives/representative bodies shall be consulted in case of transformation, merger and division of legal entities.

Ireland No (provided it is a share sale) in the absence of a specific collective agreement or contractual obligation.

Italy Pursuant to Italian law (Article 47, Law No. 428/1990) the parties must comply with a procedure of consultation with trade unions in case of transfer of business in which are employed more than 15 employees, even if less than 15 employees are transferred.

Netherlands Yes, in general, the Dutch Works Council Act (article 25 paragraph 1 sub a) requires that the management board of the Company must consult the Works Council before they decide upon the proposed transfer of the shares.

Poland Share deal: generally no. Any post signing change in the business triggering consequences for employees should however be consulted in due course with works councils (if established).

Asset deal: If the asset deal results in a transfer of undertakings (TUPE), trade unions (if any), works councils (if established) and employees must be thoroughly informed about the transfer, its reasons and consequences.

Portugal In this case, it is considered that the mere change in the ownership of the company´s shares does not imply the consultation of the workers, since there is no transfer of the employer.

Singapore No.

Slovakia Yes, consultation with employee representatives (or directly with employees, if no employee representatives are present) one month prior to the closing of a transaction, which is considered as transfer of undertaking under EU Transfers of Undertakings Directive, is necessary.

Spain No, unless restructuring measures are envisaged because of the transaction.

United Arab Emirates There are no information and consultation requirements under UAE law, and therefore, there is no statutory requirement to inform or consult employees and/or employee representatives, although from a practical perspective, employees will need to actively co-operate in respect to certain changes e.g. to terms and conditions of employment, and accordingly, best practice would be to notify and discuss proposed changes and/or arrangements with employees to help secure co-operation.


There are no trade unions in the UAE and employee representatives are not common.

Austria Yes.

Brazil No, the mere purchase of assets does not operate the transfer, but it is possible that this occurs if the buyer gives uninterrupted continuity to the activity in which the said asset was involved.

China No. Transfer of employees will require a separate contractual arrangement.

Czech Republic Yes, all relevant contractual obligations, including the rights and obligations under employment law relationships, are transferred to the full extent to the buyer as the new employer in case of an asset deal structured as a business enterprise transfer. Employees are granted a statutory protection and entitled to at least the same working standards as under the previous owner.

Additionally, employees are granted a right to terminate their contract before/after the transfer. The employment relationship terminates either on the day preceding the day when the transfer takes effect or on the expiry of a notice period of 15 days within two months upon the transfer, depending on the fact, whether or not the employee was informed of such transfer by the employer in advance (no later than 30 days before the effective date of such transfer).

England & Wales Yes, buyers should be aware of the requirements under the TUPE (Transfer of Undertakings Protection of Employment) Regulations 2006. Broadly this means that employees must be transferred on their current terms of employment, and consultations are required.

France The transaction structured as an asset acquisition can imply the subsequent transfer of the employment contracts of the employees working in France.

Germany Yes, if the assets transferred are essential and characterising for the entirety of the operation or an identifiable part thereof and the transferred unit is continued by the purchaser in a comparable way, the employees working in this operation or the identifiable part are transferred to the purchaser by operation of law.

Hong Kong No, all existing contracts of employment will need to be terminated and re-entered into if employees are to be retained in the business.

Hungary This depends on the circumstances case by case. The requirements under the directive 2001/23/EC (Transfers of Undertakings) and the criteria defined by the European Court of Justice in numerous decisions apply without additional national aspects.

Ireland Yes. The TUPE (European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003 provide that, broadly speaking, employees must be transferred on their current terms of employment, and consultations are required.

Italy Yes, according to Article 2112 of the Italian Civil Code, after the transfer of business the employment relationships continue automatically with the transferee, and the employees retain all rights they had prior the transfer of business.

Netherlands Yes, in general and in accordance with EU TUPE Regulations (Transfer of Undertakings Protection of Employment) and under Dutch law, in the event of a transfer of assets, the employee generally transfers automatically by operation of law.

This means that employees will be transferred based upon their current terms and conditions of the employment.

Poland Yes, the requirements under the EU TUPE (Transfer of Undertakings Protection of Employment) Regulations 2006 apply accordingly as well appropriate provisions of the Polish Labour Code which provide the transferred employees with certain rights.

Portugal Yes, the employees must be transferred on their current terms of employment and consultations are required.

Singapore Yes. Under the Employment Act (Chapter 91), employees are automatically transferred to a buyer on a business sale. The Employment Act provides that if an undertaking (which includes any trade or business) or part of an undertaking is transferred from one person to another, the contract of service of employees of the transferor/seller will have effect after the transfer as if originally made between the employees and the transferee/buyer. The transfer will not break the continuity of the period of employment of these employees.

Slovakia Yes, employees are transferred automatically and as a general rule, employees must be transferred on their current terms of employment. If the employee's working conditions are to be fundamentally changed and the employee does not agree to the change, the employment relationship shall be deemed to have been terminated by agreement due to organisational changes on the part of the employer. Prior consultations are also required.

Spain Yes, in principle, in case of asset acquisitions employees transfer to the acquiror by operation of law.

United Arab Emirates There is no statutory transfer of employment regulations in the UAE. Accordingly, on any asset transfer, the employment with the "first" employer is treated as having been terminated (with a corresponding cancellation of the employee's UAE residence visa) and the individual will need to enter into a new employment contract with the "second" employer (which will require a new UAE residence sponsorship by the second employer).

Austria Local or EU wide antitrust filings and approvals may be required depending on the size and nature of the transaction. A planned merger must be notified to and cleared by the Austrian Federal Competition Authority (mandatory pre-merger notification) if the following revenue-thresholds are met by the parties in the last financial year before the merger (these thresholds apply cumulatively):

- worldwide turnover of more than EUR 300 million,
- Austrian turnover of more than EUR 30 million, from which at least two companies achieved more than EUR 1 million and
- at least two companies achieved turnover of more than EUR 5 million worldwide.

In case of transactions relating to media enterprises and media service providers the applicable multipliers have to be considered when assessing the relevant thresholds.

Brazil Yes, depending on the operation and market concentration. The analysis must be made case by case.

China Yes. A prior closing merger control clearance has to be sought for an M&A transaction (even if it is a foreign-to-foreign transaction) from the State Administration for Market Regulations under Chinese law as long as respective filing thresholds are fulfilled.

Czech Republic Antitrust filings and approvals can be required depending on the size and nature of the transaction. A concentration of undertaking shall be subject to approval by the Office for the Protection of Personal Data, the Czech Office for the Protection of Competition, if the following conditions are met:

1. either the aggregate net turnover of all concentrating undertakings achieved in the last accounting period on the Czech market exceeds CZK 1.5 billion (approx. EUR 61,538,000),

and

each of at least two of the concentrating undertakings achieved on the Czech market in the last accounting period a net turnover exceeding CZK 250 million (approx. EUR 10,256,000);

or

2. The net turnover achieved in the last accounting period on the market of the Czech Republic

- in case of a merger, of at least one of the parties to the merger
- in case of an acquisition of ownership interest, of the acquired entity, or
- in case of a joint venture, of at least one of the entities setting up the joint venture,

is higher than CZK 1.5 billion (approx. EUR 61,538,000) and at the same time the worldwide net turnover achieved by another concentrating undertaking exceeds CZK 1.5 billion (approx. EUR 61,538,000).

England & Wales Antitrust filings and approvals may be necessary if certain criteria are met. From 1 January 2021, separate filings might be required to the UK Competition authority and Markets Authority to the European Commission in Brussels. While in the EU, notification is mandatory and depends on the combined turnover of the parties, in the UK it is voluntary and depends on the turnover of the target and the share of overlapping products and services offered by the parties. The law in this area is under review so please do take advice before proceeding with a transaction.

France Local or EU wide antitrust filings and approvals can be required depending on the nature of the transaction and on the enterprises concerned. It is important to consider whether the global and EU or national thresholds tests (based on turnovers) that trigger merger control rules are likely to be met.

Germany A planned merger / share deal must be notified to and cleared by the Federal Cartel Office or the European Commission (mandatory pre-merger notification) if the participants to the merger / share deal exceed certain turnover thresholds during the preceding financial year. Please note that under certain circumstances even the acquisition of minority shares is subject to merger control. Further notification obligations in Germany can arise due to the size-of-transaction-test which takes into account the consideration paid for the merger / shares in addition to certain turnover thresholds.

Hong Kong No, notification is voluntary under the Competition Ordinance (Cap 619) (“CO”). The CO prohibits mergers between businesses that substantially lessens competition in Hong Kong (the Merger Rule). Currently, the Merger Rule only applies to the telecommunications and broadcasting sectors in Hong Kong. Although there is no requirement for antitrust notification under the CO, the Competition Commission (CC) may use its powers to investigate a merger and take necessary action to ensure compliance with the Merger Rule. Thus, early consultation with the CC to seek informal advice (which would not be binding on the CC) is encouraged for parties to understand whether the CC has any concerns about a proposed transaction.

Hungary Notification of the Hungarian Competition Authority is required in case the combined net turnover of all parties (ie, the acquirer/acquirers and the target company) exceeds HUF 20 billion (approx. EUR 52,000,000) and the individual net turnover of each of at least two parties exceeds HUF 1.5 billion (approx. EUR 3,945,000). Further, a notification can also be made if the overall net turnover of all parties reaches HUF 5 billion (approx. EUR 13,150,00), provided that it is not evident that the merger would not result in a significant limitation of competition on the given market.


In the course of calculating the turnover, the net sales revenues generated in the previous business year from the goods sold in the territory of Hungary shall be taken into account. The net turnover (in any case: only the domestic turnover) shall be determined relying on the annual account or simplified annual account adopted for the last financial year before the time of the conclusion of the agreement, the announcement of the public bid, acquisition of the right of control resulting in a concentration or submission of the notification of concentration, whichever occurs the earliest.


The sums indicated in a foreign currency shall be converted to Hungarian forint by the middle rate of exchange published by the National Bank of Hungary in effect at the time of closing the financial year of the company in question.

Ireland Local or EU wide antitrust filings and approvals can be required depending on the size and nature of the transaction. It is important to consider whether the turnover threshold tests that trigger merger control rules are likely to be met. Media mergers are automatically notifiable and are subject to an additional ministerial review process.

Italy In Italy, the control of concentrations for competition purposes is enforced by the Italian Competition Authority (Autorità Garante della Concorrenza e del Mercato, or ICA) according to Law No. 287/1990 (the Italian Competition Law). Pursuant to Article 16, Para. 1, of the Italian Competition Law, a concentration must be notified with the ICA prior to its implementation (with no mandatory standstill) if:

- The aggregated annual turnover achieved in Italy by all undertakings concerned by the transaction exceeds EUR 532 million; and

- The individual annual turnover achieved in Italy by each of at least two of the undertakings concerned by the transaction exceeds EUR 32 million.

Both thresholds are adjusted annually by an amount equal to the national GDP price deflator index.

Moreover, pursuant the newly introduced Article 16, para. 1-bis (by Law No 188/2022, “2021 Annual Competition Law”), if the transaction does not exceed the turnover thresholds indicated above, the ICA may require the parties to the concentration to notify the concentration within 30 days from the request, including after closing, if the following cumulative conditions are satisfied:
- one of the two turnover thresholds indicated above is exceeded or the combined worldwide turnover of all the undertakings concerned exceeds EUR5 billion; and
- the transaction could raise serious competition concerns in the national market or in a substantial part thereof, taking into account the possible detrimental effects on the development of small enterprises characterized by innovative strategies; and
- the transaction was completed less than 6 months before the request

The notion of undertaking and of undertaking concerned by the concentration is equivalent to that under Council Regulation (CE) 139/04.
(EUMR). The 2021 Annual Competition Law has also fully aligned the rules on calculation of turnovers, the substantive test for appraisal of concentrations (SIEC) and the criteria to distinguish full-function joint ventures from partial-function joint ventures with those of the EUMR.

Netherlands Requirements for notice of a merger with the Dutch Authority Consumer and Market (Autoriteit consument en markt).

Mergers and acquisitions only have to be noticed insofar both the following two thresholds are reached: (i) Combined worldwide turnover of the companies involved is more than EUR 150,000,000, and (ii) at least two of the companies involved have a turnover in the Netherlands of EUR 30,000,000 or more. Note that a lower thresholds apply in the healthcare sector and special rules for calculating turnover apply for financial institutions.

Poland Under Polish competition law a merger control notification is triggered once there is a concentration and the relevant turnover thresholds are met. A concentration is understood in particular as acquisition of direct or indirect control over a company. With respect to the turnover thresholds, there are two relevant ones.

The first is EUR 50,000,000 and it concerns turnover in Poland, while the second is EUR 1,000,000,000 and it concerns global turnover. Turnover is calculated with reference to companies involved in the concentration and it concerns the financial year preceding the year in which the notification is made.

Portugal Concentrations that meet one of the following criteria are subject to the obligation of prior notification to the Portuguese Competition Authority:

1. Result on the acquisition, creation or reinforcement of a share equal or greater than 50% of the national market for a particular good or service, or for substantial part of it;
2. Result on the acquisition, creation or reinforcement of a share equal to or greater than 30% and less than 50%, of the national market for a particular good or service, or for substantial part of it, provided that in the preceding financial year, at least two of the companies taking part in the concentration recorded an individual turnover in Portugal exceeding € 5,000,000.00, net of directly related taxes;
3. In the preceding financial year, the group of companies taking part in the concentration has recorded in Portugal a turnover exceeding € 100,000,000.00, net of directly related taxes, provided that the individual turnover in Portugal, of at least two of these companies exceeds € 5,000,000.00.

Singapore It is not mandatory for merger parties to notify the relevant authorities (i.e., the Competition and Consumer Commission of Singapore (CCCS)) of their merger or anticipated merger.

However, the CCCS takes the view that notification should be made where: (i) the merged entity will have/has a market share of at least 40%; or (ii) the merged entity will have/has a market share of between 20% and 40% and the post-merger combined market share of the three largest firms is at least 70%.

Slovakia Local or EU wide antitrust filings and approvals can be required depending on the size and nature of the transaction in question (e.g. merger, share or asset deal). A planned transaction must be notified to and cleared by the Antimonopoly Office of the Slovak Republic (SAO), if the following turnover criteria are met in respect of the last accounting period preceding the transaction (establishment of the concentration):

i. the parties' combined annual turnover reached in Slovakia is at least EUR 46 million and the turnover of at least two parties reached in Slovakia (by each party) is at least EUR 14 million;

OR

ii. in case of merger: the turnover of at least one party reached in Slovakia is at least EUR 14 million and the worldwide turnover of any other party is at least EUR 46 million;

iii. in case of (another acquisition form of) gaining control (e.g. share/asset deal): the turnover of at least one party over which (or over part of which) control is being acquired, reached in Slovakia, is at least EUR 14 million and the worldwide turnover of any other party is at least EUR 46 million;

iv. in case of joint venture: the turnover of at least one party over which (or over part of which) control is being acquired, reached in Slovakia, is at least EUR 14 million and the worldwide turnover of any other party is at least EUR 46 million.

Since 1 June 2021 following rule applies: if the accounting period preceding the transaction (establishment of the concentration) includes (even partially) any part of a period during which a state of emergency was declared by the government or one month following the month in which such state of emergency is terminated (“emergency period”) applies and the parties did not achieve relevant total turnover in the accounting period in question, the immediately preceding accounting period, which was not affected by the emergency period, shall apply.

Spain Yes. Antitrust filings and approvals may be necessary if certain criteria are met. Depending on the dimension (combined turnover of the parties), notification might me mandatory before the EU or the Spanish Authorities. While in the EU, mandatory filing only depends on the combined turnover of the parties, in Spain it depends alternatively on the combined turnover of the parties or on the share acquired as a result of the transaction (no overlapping required). Advice before proceeding with a transaction is always recommended.

United Arab Emirates The UAE Federal Law no 14 of 2012 and related executive regulations regulate competition aspects relevant for LLCs in the UAE.


The legislation prohibits the creation of monopolies and sets out the application scenarios where consent from the concerned authority is required in connection with a M&A deal.


For a number of years, a few relevant parameters remained unclear, but since 2016 the relevant market share threshold is defined. Also the "Competition Regulation Committee" was formed at the UAE Ministry of Economy, it can be approached for any enquiries and applications.

Austria In the case of real property owned by an Austrian target the change of ownership may trigger real estate transfer tax. The same applies in case at least 95% of the share capital of a real estate owning entity are transferred. Depending on the deal structure and the location of the real property, the acquisition can also be subject to notification/approval requirements.

As regards certain industries (e.g., banking sector) the applicable regulations may provide for additional notification obligations.

Finally, Austrian investment control regulations provide for certain notification and approval requirements applicable to foreign direct investments (FDI) into Austria by an acquirer from a third country (non-EU or -EEA country other than CH), when the FDI likely affects national security or public order (eg FDI regarding critical infrastructure, critical technologies and dual use items, supply of critical inputs, access to sensitive information and the freedom and pluralism of the media). The general approval requirement applies where the FDI results (directly or indirectly) in:

- a controlling influence over an Austrian company
- the acquisition of essential assets of an Austrian company
- voting rights in an Austrian company that reach certain thresholds (in general 25% or 50%, unless the FDI relates to a particular sensitive sector).

The Federal Ministry of Labour and Economy is currently responsible for the FDI screening and approval procedure.

Brazil M&A agreements in Brazil are similar to the ones used in most countries.

Regulated Sectors: (i) Financial / Banking; (ii) Energy; (iii) Telecommunication; (iv) Health; (v) Oil & Gas; (vi) Media / Broadcasting; (vii) Advertising; (viii) Agribusiness

China Is there anything else that an international buyer should be aware of at the outset, cultural or otherwise? In most jurisdictions there are certain sectors (eg banking, media/broadcasting, defence, sports clubs) where regulator approval/notification may be required in advance / following a change of control. Access to the Chinese market is generally liberated, particularly in the manufacturing sector, while some sectors still remain highly regulated such as TMC and financial sectorsstill remains highly regulated. A market entry assessment is a routine recommendation Investment access restrictions (eg applicable negative lists), regulatory consents or registrations, and license requirements need to be carefully evaluated upfront and which may potentially affect the envisaged business model for China including acquisition M&A structure. Language and , bureaucratic requirements and cultural differences shall also not be overlooked can increase the deal complexity and as may also prolong the timeline up to completion or closing.

Cultural differences also need to be carefully managed to avoid surprises.

Cultural differences also need to be carefully managed to avoid surprises.

Czech Republic As of May 2021, there is a foreign direct investment (FDI) screening regulation in place. The FDI regulation, in principle, imposes an obligation to control and verify investments in certain strategic sectors of the Czech economy made by parties from third (non-EU) countries with regard to the security interests of the Czech Republic and its internal or external order. Selected investments can thus be implemented only with prior permission from the Ministry of Trade and Industry. In practice, due to the ambiguity of the FDI regulation, in many cases a prior consultation with the Ministry is recommended.

There are special regulatory requirements in fields such as energy, health care, insurance, banking, etc. where it is necessary to notify and/or to obtain a prior approval from the respective authorities. Therefore, we would generally advise to consult such matters with a local lawyer in advance.

In case of asset deals public licenses do not transfer to a new legal entity; they have to be requested in advance for the new entity to be operational.

England & Wales English law is often used for cross-border deals and English style M&A documentation will be quite similar to that used in some other jurisdictions, such as the US.

If defined benefit pension plans are involved, substantial due diligence may be required as liabilities can be significant.

The UK's new National Security and Investment Act 2021 came into force on 4 January 2022 and is separate to the competition law regime. The Act has significantly broadened the UK Government's powers to review a range of transactions (including fundraisings and other asset related transactions as well as M&A) across any sector where there is a potential national security issue. The Act requires a mandatory notification to be made where one of the trigger events is met and the target operates in one or more of 17 sensitive sectors. A voluntary filing may be made where there is an acquisition of assets, land or IP which relates to one of the 17 key sectors. Clearance will need to be obtained before transactions caught by the mandatory notification regime can close and there are strict penalties for non-compliance, including significant fines, imprisonment and a transaction which was not notified when it should have been is void. There is no turnover threshold, no requirement for the buyer/investor to be from outside the UK and the Act also has extraterritorial effect so will apply if for example there is a merger in another jurisdiction where the target has assets or sales in the UK. In November 2023, the UK Government launched a review on how the national security and investment regime can be more business friendly while maintaining and refining the protections needed to protect national security.

France In certain circumstances, the transaction may be subject to:

- prior approval from the French Ministry in charge of Economy and Finance if the activities of the French target are considered as sensitive regarding the French public order or if there is one contract concluded with the French authorities

- consultation/information of the employees' representatives

- Hamon law process applicable.

Germany Acquisitions in Germany are traditionally made by private agreements. Large scale takeover battles of the kind witnessed in the US and the UK have few equivalents in the German market. The vast majority of transactions are related to the acquisition of medium-sized, often family-owned businesses (so-called Mittelstand). Germany has still a quite liberal attitude towards foreign investors. For cross-border deals, German style M&A documentation is often aligned to the extent possible with international standards.

However, there is an investment screening regime and associated notification obligations for foreign investment in certain sectors. The investment screening regime was significantly tightened in the last years. The Federal Ministry of Economic Affairs and Climate Action (BMWK) is entitled to review foreign investments to a cross-sectoral or sector-specific investment review.

The cross-sector investment review concerns acquisitions by which a non-EU (or EFTA) citizen directly or indirectly acquires control of at least 25% of the voting rights in a German enterprise (section 55 Foreign Trade and Payments Regulation (AWV)). If the German company belongs to a particularly sensitive sector, the threshold is 10% of the voting rights (eg critical infrastructure operators, media, health sector, section 55a (1) no. 1 to 7 AWV). If the German company belongs to one of the case groups pursuant to section 55a (1) no. 8 to 27 AWV, the threshold is 20% of the voting rights (eg artificial intelligence, semiconductors, cyber security).

The sector-specific investment review covers all acquisitions by which a foreigner - including persons or companies from other EU Member States - directly or indirectly acquires control of at least 10% of the voting rights in a domestic company which produces the goods listed in section 60 AWV, primarily certain military equipment.

The BMWK can prohibit the transaction or approve it under condition if the transactions constitute a threat for the public order or security (cross-sector investment review) or essential security interests of Germany or another EU member state (sector-specific investment review). Even though prohibitions must be "ultima ratio", these are still very rare. There have been prohibitions regarding Chinese acquirers in recent years.

Hong Kong Generally, no legal, regulatory or governmental restrictions on transfer of shares in a Hong Kong incorporated company unless the target business belongs to the following sectors:

- Banking (regulated by the Banking Ordinance (Cap 155))

- Insurance (regulated by the Insurance Companies Ordinance (Cap 41))

- Securities and futures (regulated by the Securities and Futures Ordinance (Cap 571))

- Provident fund (regulated by the Mandatory Provident Fund Schemes (General) Regulation (Cap 458A))

- Telecommunications (regulated by the Telecommunications Ordinance (Cap 106) and the Competition Ordinance (Cap 619)); or

- Broadcasting (regulated by the Broadcasting Ordinance Cap 562).

The Transfer of Businesses (Protection of Creditors) Ordinance (Cap 49) (“TBO”) provides that whenever a business is transferred, the purchaser shall become liable, notwithstanding any agreement to the contrary, for all the debts and obligations (including tax liabilities) arising out of the carrying on of business by the seller, unless the parties publishes a notice of transfer within the time limit specified under the TBO. The purchaser will only cease to be liable for all obligations of the seller on the date which the notice of transfer becomes complete, which is one month after the date of the last publication of the notice, unless within that period a creditor commences proceedings against the seller in respect of any liability of the seller arising out of its carrying on of the business.

Hungary Banking - The National Bank of Hungary is involved in the authorisation to merge financial institutions, but its authorisation is not a substitute for the authorisation of the Hungarian Competition Authority.


Media/broadcasting - The Hungarian Competition Authority shall obtain the opinion of the National Media and Infocommunications Authority's Media Council for the approval of concentration of such enterprises which are bearing editorial responsibility and the primary objective of which is to distribute media content to the general public via an electronic communications network or a printed press product. As a main rule, the Media Council shall not have the right to refuse granting official approval, when the level of merger between independent sources of opinion after the merger will ensure the right for diversity of information within the relevant market for the media content service. As a main rule, the amount of the administrative service fee payable to the Media Council for its procedure as administrative authority shall be 2 million forints (approx. EUR 5,000) payable to the Hungarian Competition Authority together with the procedural fee.


Electricity and natural gas utility: approval of the Hungarian Energy and Public Utility Regulatory Authority for the merger of electricity and natural gas utility companies operating under licences issued by the same authority.


Foreign investors must consider that currently, there are two foreign direct investment regimes in force in Hungary. The first one was introduced based on the EU Regulation no. 2019/452 and the second one has been implemented later due to the COVID pandemic situation evolved in 2020. The two regimes are both applicable parallel and even if there are several similarities in the relevant procedures, they must be handled separately taken into account especially the notable differences and procedural rules.

Ireland M&A documentation is quite similar to that used in other jurisdictions, such as the UK and US. Regulatory consents may be required depending on the nature of the deal e.g. Central Bank of Ireland approval is needed for certain banking and insurance transactions. Pension deficits require substantial due diligence in view of huge potential liabilities to be made good. An investment screening regime has recently been signed into Irish law through the Screening of Third Country Transactions Act 2023. This law is designed to protect critical sectors of the Irish economy where public order or security may be at stake, and is expected to come into force in 2024.

Italy Pursuant to Legislative Decree No. 177/2005, Article 1 of Law. No. 249/1997 and implementing regulations of the Italian Authority for Communications (AGCOM), specific rules and anti-concentration limits apply to mergers and acquisitions of relevant shareholdings in the media/broadcasting and communications sector. Further, changes of control over companies operating in the media and communications sector must always be notified with the AGCOM, irrespective of the size or turnovers of the undertakings involved.


A regime for foreign investment review is set forth under Law Decree No. 21/2012 (converted into Law No. 56/2012 FIR). The FIR assigns the Government special powers (so-called golden powers) to veto or impose conditions on certain resolutions or transactions made by foreign investors (including EU and Italian investors in certain cases) relating to Italian companies or assets operating in certain strategic sectors. In particular, the Italian Government may exercise its golden powers in the following sectors: (1) defence and national security (which includes broadband electronic communication services based on 5G technology); (2) energy; (3) transport; (4) communications; and (5) other new sectors included in the regime in the following years (water, health, sensitive data and information, electoral infrastructure, finance and insurance, artificial intelligence and other technologies, aerospace infrastructure, agri-food and steel, dual-use products, freedom and pluralism of media). Further, Law Decree No. 21/2022 (Decree Ukraine) made the emergency regime introduced by Government Decree No. 23/2020 become permanent and introduced new procedural rules, including a pre-notification procedure and the concurrent obligation of the target company to notify the transaction under the FIR, either jointly with the buyer(s) or separately.

From a general standpoint, please consider that specific regulatory requirements such as notifications and/or approvals may be required in specific sectors such as banking and insurance. Therefore, we would generally advise to consult a lawyer in advance on a case-by-case basis.

Netherlands Certain sectors, especially the financial and energy sector, are indeed subject to regulatory supervision. M&A transactions may cause prior notice or approval of such regulator. In addition, there is specific M&A focused legislation introducing governmental review of qualifying acquisitions in other vital sectors (following the EU FDI-Regulation). Similar legislation has recently been adopted by the Dutch legislator with respect to acquisition in telecom.
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Apart from eventual regulatory burdens, Dutch style M&A documentation can be considered partly as “leaner” compared to, for example, US style documentation. This is because statutory Dutch law already provides for many of the definitions of contractual terms and concepts, eg definition of damages etc., so that fewer contractual details are needed.

For cross-border deals, Dutch style M&A documentation is often aligned to the extent possible with international standards.

In general, Dutch M&A is relatively foreign investor friendly.

Poland When an individual from outside the EEA acquires shares in a Polish company which owns a real property, a permit for a transaction has to be obtained from the Minister of Internal Affairs. Furthermore, if an individual acquires shares in a Polish company which owns an agricultural real property or properties with the total area exceeding 5 ha, the purchase of shares is subject to pre-emptive right of the Polish Agricultural Agency. In addition the Polish Act on Controlling Specific Investments aims to protect strategic Polish companies from hostile takeovers by requiring potential buyers to notify the competent minister responsible for a given strategic sector of their intention to buy shares in a strategic company.

Portugal Some sectors require commercial companies to request previous approval before incorporation, such as credit brokers, banking, and healthcare services.

Singapore Certain business activities are regulated and may be subject to licensing, permits or authorisations. The licenses may contain provisions requiring prior consent or approval from the relevant governmental or regulatory authority for any change of ownership of the license. Certain public M&A transactions may require obtaining consents or approvals from the relevant personnel, governmental or regulatory authorities. If the M&A transaction comes within the scope of the Competition Act (Chapter 50B), parties may wish to consult the Competition and Consumer Commission of Singapore to ensure compliance with the competition laws in Singapore.

Slovakia Similar to other countries, special sector regulation applies to companies being active in a particular sector (e.g. merger of banks requires prior approval of the regulatory authority). In most of the transactions, M&A documentation is similar to international standards and Slovakia is friendly to foreign investors.

The current investment screening legislation entered into force in March 2023 (“FDI regime”).

Under the current FDI regime (effective from 29 March 2023), the investment considered as foreign investment, including the acquisition of at least 25% of the target's registered share capital or voting rights, is, in general, subject to a voluntary filling for a negative impact assessment of the foreign investment by investors to the Ministry of Economy of the Slovak Republic and can also be subject to ex officio screening by the Ministry of Economy of the Slovak Republic.

However, investments considered critical foreign investments according to the Decree of the Government of the Slovak Republic No. 61/2023 Coll. establishing critical foreign investments (e.g., weapons production, defence industry, biotechnology, digital service providers in the field of cloud computing, etc.), including the acquisition of at least 10% of the target's registered share capital or voting rights, are subject to a mandatory filling for a negative impact assessment of the foreign investment by investors to the Ministry of Economy and may be subject to the assessment of the Slovak Government.

Moreover, the general notification requirement applies to all sectors considered as critical infrastructure under the Critical Infrastructure Act, including transportation, electronic communications, energy, postal services, heavy industry, information and communication technologies, water management, healthcare, pharmaceuticals, finance, and agriculture. This requirement among others applies to direct and indirect transactions - a change in the persons having direct or indirect participation in the operator of critical infrastructure exceeding a 10 % shareholding or voting rights is subject to notification of the investment to the Ministry of Economy of the Slovak Republic (in advance).

Spain Foreign Direct Investments (FDI) may be subject to prior filing and approval in Spain if certain criteria are met. FDI are acquisitions by foreign companies of stakes in Spanish companies that are equal or higher than 10% or that grant control. Foreign companies are those ultimately controlled in more than a 25% by a company domiciled in a non-EEA country. FDI on strategic sectors may be subject to prior filing and approval. FDI on non-strategic sectors may also be subject to prior filing and approval if the investor is controlled by a government, has other activities in strategic sectors in other EU countries or there is a serious risk that the foreign investor engages in illegal activities. FDI in Defence sector are subject to specific rules. Advice before proceeding with a transaction is always recommended.

United Arab Emirates In the UAE, almost every share transfer requires the pre-approval of the concerned Company Registrar (DED or free zone registrar), and if the activity conducted by the target company is regulated and subject to a third party authority approval requirement, a no objection certificate from such third party authority is typically required in relation to a share transfer to a new shareholder.

In some cases (depending on the concerned registration authority and/or the details of the transaction) official newspaper publications need to be arranged prior to the share transfer.