A Q&A guide to competition law in Cyprus.
The Q&A gives a high level overview of merger control, restrictive agreements and practices, monopolies and abuse of market power, and joint ventures. In particular, it covers relevant triggering events and thresholds, notification requirements, procedures and timetables, third party claims, exclusions and exemptions, penalties for breach, and proposals for reform.
To compare answers across multiple jurisdictions visit the Competition law Country Q&A tool.
This Q&A is part of the PLC multi-jurisdictional guide to competition and cartel leniency. For a full list of jurisdictional Competition Q&As visit www.practicallaw.com/competition-mjg.
For a full list of jurisdictional Cartel Leniency Q&As, which provide a succinct overview of leniency and immunity, the applicable procedure and the regulatory authorities in multiple jurisdictions, visit www.practicallaw.com/leniency-mjg.
Mergers and acquisitions are regulated primarily by the Law on the Control of Concentrations between Enterprises of 1999 (Concentrations Law).
The relevant national competition authority is the Commission for the Protection of Competition (Commission) (see box, The regulatory authority). This was established under the Law on the Protection of Competition of 1989 (now repealed) and reconstituted under the Law on the Protection of Competition of 2008 (Competition Law).
The following events give rise to a concentration and trigger the provisions of the Concentrations Law:
A merger of two or more previously independent undertakings.
One or more persons that already control one or more undertakings, acquiring direct or indirect control of the whole or part of one or more other undertakings. This can be done through a purchase of securities or assets, by agreement, or otherwise.
The establishment of a joint venture that permanently carries out all the functions of an autonomous economic entity (see Question 37).
There is no limitation period for the authority to take action in relation to mergers.
Concentrations are notifiable when all of the following apply:
At least two of the participating enterprises (participants) each have a worldwide aggregate turnover in excess of EUR3,417,202.88.
At least one of the participants engages in commercial activities within Cyprus.
At least EUR3,417,202.88 of the worldwide aggregate turnover of all the participants relates to the provision of goods or the supply of services in Cyprus.
In addition, the Minister for Commerce, Industry and Tourism can declare a concentration to be notifiable as being of major public interest because of the effect it may have on:
Economic and social development.
Technical progress or employment.
The supply of services necessary for the public security of the Republic of Cyprus (as a whole, or its territories).
Notification is mandatory.
Notifications must be submitted within one week of the earlier of either the:
Signing of the relevant agreement.
Publication of the offer to purchase, exchange or acquire a participation that grants control of the undertaking.
The Commission makes informal guidance available through its Secretary, who heads the Service of the Commission (Service) (see box, The regulatory authority). The Service acts as the Commission's secretariat and, among other things, collects and examines all information necessary for the Commission to discharge its functions (see box, The regulatory authority).
The participants can notify individually or jointly.
The notification must be submitted to the Service.
The notification must be submitted either by hand or by post. The form of notification must comply with Schedule III of the Concentrations Law, which contains a list of the information that notifications must contain, including:
The identity of the participants.
Supporting documents (such as copies of recent annual reports).
Details of the concentration.
Relationships of ownership and control between the participants.
Personal and economic ties between the participants.
A description and analysis of the affected markets.
The parties' statements certifying the accuracy of the information provided.
There is no filing fee.
The transaction must be suspended pending the outcome of an investigation. However, one or more of the participants can apply to the Commission for permission to complete the transaction before approval. Such permission may be granted, with or without conditions, if the applicant can show that a delay in implementing the transaction may cause it serious damage.
After the Service receives the notification, it makes a preliminary evaluation of the concentration and promptly prepares a report to the Commission. The Commission is under a duty to immediately consider the concentration. It will then (through the Service) notify the participants of its decision to either:
Authorise the merger.
Order a full investigation.
The Service communicates the Commission's decision to the notifying party no later than one month after the receipt of notification. This period can be extended for a maximum of 14 days.
The Service prepares and submits a report to the Commission within a maximum of three months after the receipt of notification. The Commission considers the report and notifies the participants (through the Service) of its decision to:
Authorise the merger.
Authorise the merger subject to conditions.
Prohibit the merger.
The Service communicates the Commission's decision to the notifying party no later than four months from the receipt of notification.
For an overview of the notification process, see flowchart, Cyprus: merger notifications.
Publicity (including the Commission's decisions after a preliminary or full investigation) is given in the Official Gazette of the Republic of Cyprus (Official Gazette) and on the Commission's website (see box, The regulatory authority).
After notification, when the Service determines that the concentration falls within the scope of the Concentrations Law, it publishes a notification in the Official Gazette and on the Commission's website indicating the:
Names of the participants.
Nature of the concentration.
Economic sectors involved.
No information is automatically considered to be confidential. The Service and the Commission take into account, as far as is possible, the affected enterprises' legitimate interest in the protection of their business secrets.
When a party submits the notification (or any additional information on the Service or the Commission's request), it can indicate that the information is confidential and give the reasons why it is confidential.
When the Commission fully investigates a concentration, non-participating parties with a legitimate interest in the concentration are given the opportunity to submit their views. In addition, the Commission can, before reaching a decision on a concentration, enter into negotiations or discussions with interested parties, or call for their attendance at hearings.
Non-participating parties with a legitimate interest in the concentration may, on application, be granted a suitable opportunity to submit their views regarding the concentration.
The test applied is whether a concentration creates or strengthens a dominant position in the affected markets within Cyprus. In making the assessment, a number of factors are considered, such as:
The structure of the affected markets.
The market position of the participants.
The economic power of the participants.
The alternative sources of supply of products and services traded in the affected markets and their substitutes.
The supply and demand for all relevant products and services.
Any barriers to entry to the affected markets.
The interests of intermediate and final consumers.
Once the Commission decides to carry out a full investigation, it can negotiate with the parties in relation to possible remedial commitments that might address the Commission's competition concerns. The Commission may suggest possible remedies and the parties can also propose specific commitments. There is no time limit for the proposal of remedies by the parties. The Commission considers both structural and behavioural commitments. There are no prescribed statutory requirements on the filing of reports to the Commission for the purposes of monitoring compliance with remedies, although the Commission can impose certain reporting requirements on an ad hoc basis.
In the following cases, the penalties are administrative in nature, although procedurally they are collected by the Commission as fines imposed by a court in the exercise of its criminal jurisdiction. For all fines, the Commission can penalise, depending on the circumstances:
The participants in the concentration.
Any natural person in breach of the Concentrations Law.
The Commission can impose a fine of up to EUR85,430.07 for failure to notify correctly plus up to EUR8,543.01 for each day the infringement continues.
Where a concentration is partially or completely put into effect in breach of the Concentrations Law, the Commission can impose a fine of up to 10% of the total turnover of the participants in the financial year immediately preceding the concentration, plus up to EUR8,543.01 for each day the infringement continues.
The Commission can impose fines for:
Failure to provide information required by an obligation under the Concentrations Law: up to EUR51,258.04.
Supplying false or misleading information in the course of complying with an obligation under the Concentrations Law: up to EUR85,430.07.
Failure to comply with remedial measures ordered by the Commission: up to 10% of the total turnover of the participants in the financial year immediately preceding the concentration, plus up to EUR8,543.01 for each day the infringement continues.
Any person or entity with a legitimate interest in a decision of the Commission (whether originally a party to the decision or not) can appeal this decision to the Supreme Court of Cyprus through administrative review proceedings, within 75 days of having been notified of the decision.
See above, Rights of appeal and procedure.
If a merger is cleared, any agreements that relate to the merger which have fallen under the Commission's scrutiny during the proceedings, which may contain restrictive provisions such as non-compete covenants, are also automatically cleared.
There are no industries that are specifically regulated in relation to mergers and acquisitions.
The Competition Law regulates restrictive agreements and practices. Generally, agreements or practices between enterprises are subject to control if they have as their object or effect the elimination, restriction or distortion of competition, in particular agreements which:
Fix, directly or indirectly, the purchase or selling prices or other terms of the transaction.
Restrict or control production, supply, technological development or investments.
Share markets or other resources of supply geographically or otherwise.
Apply different terms for identical transactions so that certain enterprises are placed at a disadvantage in relation to competition.
Make entering into contracts conditional on the acceptance by the other parties of additional obligations which, by their nature or according to commercial usage, have no connection with the subject matter of the contract.
The Commission is the regulatory authority (see box, The regulatory authority).
The Competition Law applies to both formal agreements and informal practices.
Restrictive agreements, decisions and concerted practices are permitted and valid without a prior decision of the Commission, if they comply with all of the following:
They contribute to the development of production or distribution of goods, or to the advancement of technical or economic progress, while ensuring that consumers share to a reasonable extent in the resulting benefit.
They do not impose on the enterprises concerned restrictions that are not absolutely necessary to achieve the above purposes.
They do not provide those enterprises with the possibility of eliminating competition from a substantial part of the market of the product concerned.
Individual exemption decisions are not granted by the Commission and the parties must assess the legality of their own agreements.
The Council of Ministers of the Republic of Cyprus can issue block exemptions for specific categories of agreements. Block exemptions have been issued in relation to the following:
Vertical agreements and concerted practices in the motor vehicle industry.
Agreements, decisions and concerted practices in the insurance sector.
Agreements on research and development.
Liner shipping company consortia.
Certain aspects of vertical agreements and concerted practices in the distribution of products to consumers, including the regulation of IP rights for companies with market shares not exceeding 30%.
Agreements for the transfer of technology.
Production or trade in agricultural products.
Technical co-operation in the field of air transport.
Agreements, decisions and concerted practices in the road transport industry.
Agreements which fall within the terms of the EU block exemption regulations are deemed to be exempt from the Competition Law, even if the agreement is not otherwise caught by EU competition law (that is, there is no effect on trade between member states). This is provided that there is no conflicting provision in a block exemption issued by the Council of Ministers.
The Competition Law's provisions do not apply to enterprises that are either:
Entrusted with administering services of general economic interest.
Characterised as public monopolies.
However, this is only to the extent that the provisions legally or factually hinder these enterprises from fulfilling the special tasks that the state authorities have entrusted to them.
(See also Question 30.)
Agreements or practices between the following are specifically excluded from the Competition Law's prohibition on restrictive agreements and practices:
A parent company and its subsidiary company operating as a single economic entity.
Two or more subsidiary companies, which operate as a single economic entity with their parent company.
Agreements relating to wages and terms of employment and working conditions are excluded from the prohibition on restrictive agreements and practices.
There are no de minimis exclusions.
The Commission lacks jurisdiction to impose fines for breaches of the provisions of the Competition Law and/or of European competition law after the expiration of:
Three years following a breach in relation to information requests or the carrying out of investigations.
Five years in relation to any other breach.
It is not possible to notify to obtain an individual exemption or other clearance.
The Commission makes informal guidance available through the Secretary of its Service.
There is no filing fee.
The Commission can investigate restrictive agreements or practices on its own initiative.
Third parties with a legitimate interest can submit a complaint to the Commission that an agreement or practice breaches the Competition Law.
A complainant or other third party with a legitimate interest can apply, and be granted leave, to make representations during the course of an investigation.
A complainant or other third party with a legitimate interest can apply, and be granted leave, to access documents submitted to the Commission that are not subject to secrecy (see Question 21, Automatic confidentiality and Confidentiality on request).
A complainant or other third party with a legitimate interest can apply, and be granted leave, to be heard during the course of an investigation and be present at hearings.
There are no strict timetables for the investigation of restrictive agreements or concerted practices.
When the Commission starts an investigation on its own initiative or following a third party complaint, it directs its Service to prepare a report. After the report is submitted to the Commission, it may, before reaching a final decision:
Prepare and serve on the interested parties a statement of objections.
Request interested parties to submit information and observations.
Initiate public hearing proceedings.
Investigations into potentially restrictive agreements or practices are made public:
In the Official Gazette.
On the Commission's website (see box, The regulatory authority).
No information is automatically considered to be confidential. The Commission and its Service take into account, as far as possible, the legitimate interest of the affected enterprises in the protection of their business secrets.
In submitting complaints, notifications or any additional information on the Commission's request, any party can indicate information as being confidential and give reasons justifying this confidentiality.
The Commission can order interim measures during its investigation, such as requiring the parties to suspend their activities.
In addition, the Commission can:
Collect information it deems necessary to exercise its function.
Conduct enquiries at the offices of the enterprises involved.
Inspect books and business documents.
Demand and receive copies or extracts from documents.
Require on-site oral clarifications.
Enter all offices, premises and means of transportation of the enterprises under investigation and seal such offices and premises during an investigation.
Call on witnesses and receive statements.
Obtain the assistance of the police authorities to enforce any aspect of the investigation.
The Commission can reach a settlement with the parties without reaching an infringement decision at any time before it issues its final decision. This settlement takes the form of one or more representations and undertakings from the parties involved. The Commission usually issues an order to this effect, which binds the parties involved. However, there is no formal procedure for reaching a settlement.
Agreements or practices that breach the Competition Law and that do not benefit from a block exemption are void from the outset. The Commission can also order that practices or agreements be brought to an end. Where the enterprises involved offer to fulfil certain undertakings, the Commission can impose these undertakings on the enterprises, setting the time limits and conditions that it deems appropriate. The Commission can also impose conditions and remedial or behavioural measures to end the infringement.
For restrictive agreements, the Commission can impose administrative fines of up to 10% of the combined annual revenue of the offending enterprises, plus a further administrative fine of up to EUR85,000 for each day the infringement continues.
The Commission can also impose fines for:
Failing to comply with an interim measure ordered by the Commission: up to EUR17,000 per day of non-compliance.
Failing to submit information the Commission requested, or wilfully or negligently providing inaccurate or misleading information: up to EUR85,000 (plus up to EUR17,000 per day of non-compliance).
Wilfully or negligently failing to present a full account of books or documents during a Commission investigation, or failing to comply with a search request: up to EUR85,000 (plus up to EUR17,000 per day of non-compliance).
Before imposing an administrative fine the Commission allows any interested party to submit representations. Administrative fines are recovered as a civil debt owed to the Republic of Cyprus. The Commission can initiate legal proceedings to secure a court order for payment.
In addition, a legal or natural person can be criminally liable, and penalties can be imposed for:
Failing to comply with a decision of the Commission: up to EUR345,000 or imprisonment of up to two years, or both.
Failing to comply with an interim measure ordered by the Commission: up to EUR345,000 or imprisonment of up to two years, or both.
Failing to observe the duty of confidentiality: up to EUR3,500 or imprisonment of up to one year, or both.
Refusing or neglecting to comply with an obligation to provide assistance, information, documents and statements during the course of an investigation: up to EUR85,000 or imprisonment of up to one year, or both.
Destroying or defacing information or documents during the course of an investigation: up to EUR85,000 or imprisonment of up to one year, or both.
Providing inaccurate, false or misleading information or documents during the course of an investigation: up to EUR85,000 or imprisonment of up to one year, or both.
Where a legal entity is subject to an administrative fine, the members of its board of directors, its managing director or its general manager can also be subject to the fine (see above, Fines).
If a legal entity is liable for a criminal act, the following individuals may also be criminally liable, jointly and severally:
Members of the board of directors.
The managing director.
The general manager.
On 11 November 2011 the Council of Ministers issued leniency regulations for the first time in Cyprus, entitled the Immunity and Reduction of the Administrative Fine in Cases of Cartels in Breach of Section 3 of the Law and/or of Article 101 of the TFEU (Immunity Programme) Regulations of 2011 (Leniency Regulations). Under the Leniency Regulations an undertaking that discloses its participation in an alleged cartel is granted immunity from the imposition of administrative fines, or a reduction of administrative fines that would otherwise have been imposed, subject to the undertaking's conduct in assisting the Commission in its investigations, among various other conditions. The Leniency Regulations entered into force on 1 May 2012.
An entire agreement, and not only its restrictive provisions, can be declared void from the outset.
Any person who has suffered any damage from any act or omission of an enterprise which breaches the Competition Law can bring an action before the civil courts and claim compensation.
No special procedures or rules apply.
Class actions are not possible.
Any person or entity with a legitimate interest in a decision of the Commission (whether a party to the decision or not) can bring administrative review proceedings in the Supreme Court of Cyprus, to appeal the decision, within 75 days of having been notified of the decision.
See above, Rights of appeal and procedure.
The Competition Law regulates abuses of market power. It prohibits any abuse of a dominant position by one or more enterprises in a market for a product or service.
The Commission is the regulatory authority.
An enterprise may be in a dominant position if it holds market power that enables it to:
Obstruct the maintenance of effective competition in the relevant market.
Act, to a substantial degree, independently from its competitors and customers and eventual consumers.
The following may constitute abusive conduct:
Directly or indirectly fixing unfair purchase or selling prices, or other unfair terms and conditions.
Restricting production, supply, or technological development to the loss of consumers.
Applying different terms for identical transactions with other enterprises, placing them at a competitive disadvantage.
Making contracts conditional on other parties accepting additional obligations which, by their nature or according to commercial usage, have no connection with the subject matter of these contracts.
Exploiting financial inter-dependency with another enterprise where the dominant enterprise holds a position of client, supplier, producer, agent, distributor or trader, and where there is no alternative solution to the dominant enterprise. Exploitation can consist of:
imposing arbitrary trading terms;
imposing unfair treatment; or
suddenly and unjustifiably ending long-standing trading relations.
The Competition Law's provisions do not apply to enterprises that are either:
Entrusted with administering services of general economic interest.
Characterised as public monopolies.
However, this is only to the extent that the provisions legally or factually hinder these enterprises from fulfilling their special tasks.
It is not possible to obtain clearance for an abuse of a dominant position. It is, however, possible to obtain informal guidance (see Question 17).
This is the same as for restrictive agreements and practices (see Question 22).
This is the same as for restrictive agreements and practices (see Question 24).
This is the same as for restrictive agreements and practices (see Question 25).
The only difference is that Cypriot courts (as opposed to the Commission) do not have the power to apply the Competition Law's provisions and conduct an investigation as to whether there is:
A restrictive agreement or concerted practice.
An abuse of a dominant position.
A joint venture established to permanently carry out all the functions of an autonomous economic entity may be subject to the rules relating to mergers (see Question 2, Triggering events). Other joint ventures may (depending on the circumstances) be assessed under the rules relating to restrictive agreements and practices (see Questions 13 to 26).
The Commission co-operates with regulatory authorities in other jurisdictions as a member of the following:
The European Competition Network.
The International Competition Network.
The Commission has prepared a set of draft procedural regulations to govern its operation and the manner in which it handles complaints and hearings. The draft procedural regulations have not been made public yet.
The Leniency Regulations entered into force on 1 May 2012 (see Question 24, Immunity/leniency).
Description. The website is maintained by the Cyprus Commission for the Protection of Competition (see box, The regulatory authority). It is periodically updated with news, developments, useful forms and publications, primary and secondary legislation, as well as Commission decisions. The website is generally considered to be up-to-date, but it is not an official source of information (official publications of Commission decisions are made through the Official Gazette of the Republic of Cyprus). The website is primarily in Greek, but is also partly translated into English (and to a lesser extent into Turkish). The Greek and translated versions of the website are for guidance only.
Head. Loukia N. Christodoulou
Outline structure. The Commission consists of the Chairman and four other members. The Service of the Commission (Service), which operates as the Commission's secretariat, has a staff of civil servants and is headed by the Secretary of the Commission.
Responsibilities. The Commission is the national competition regulatory and enforcement authority responsible for the application and enforcement of the:
Law on the Protection of Competition of 2008.
Law on the Control of Concentrations between Enterprises of 1999.
Articles 101 and 102 of the TFEU.
The Service has a number of responsibilities within the Commission, including:
Acting as the Commission's secretariat.
Maintaining the Commission's registers.
Collecting and examining all information necessary for the Commission to exercise its functions.
Ensuring that complaints reach the Commission and submitting recommendations to the Commission.
Effecting necessary communications and publications.
Procedure for obtaining documents. Documents are available through the Secretary of the Commission.
Qualified. Cyprus, Advocate, 1997
Areas of practice. M&A; competition; banking and finance; IT; IP; labour.
Languages. Greek, English.
Professional associations/memberships. Nicosia Bar Association; Cyprus Bar Association; International Bar Association.
Publications. Kluwer Law International's A Practical Guide to National Competition Rules Across Europe; Law Business Research's The Public Competition Enforcement Review; Practical Law Company's PLC Competition multi-jurisdictional guide.