Merger control filings before the SIC in Colombia

When the transaction has to go through the SIC

The merger control regime is triggered when the combining companies are active in the same economic activity or the same value chain and exceed the turnover or asset thresholds the authority updates each year. The legal form of the deal is secondary: what matters is the effect on the market, not the name of the contract.

• Purchase of a direct competitor, in full or of a stake that confers control.
• Acquisition of one of your own suppliers or distributors, that is, vertical integration.
• Joint ventures and special purpose vehicles between companies that compete with each other.
• Purchase of a business line, a plant, a brand or a going concern.
• Intra-group reorganisations where ultimate control changes.
• Contracts that, without transferring ownership, place two businesses under common commercial direction.

Report of the transaction or request for pre-evaluation

Once it is established that the deal is caught by the regime, the route has to be chosen. Where the parties combined presence in the market is limited, Law 1340 of 2009 provides a simpler path. Where it is not, the transaction goes into a substantive review in which the authority examines the relevant market, entry barriers, the bargaining power of customers and suppliers, and the efficiencies the deal produces.

That choice is not a formality: it determines how much time must be set aside before closing and how heavy the file will be. It is the first thing we look at, because a badly estimated timetable forces the parties to renegotiate the purchase agreement and move payment dates already agreed.

What we do

• Jurisdictional analysis. We review the parties activities, their figures and the structure of the deal, and deliver a written opinion stating whether the SIC has to be approached, by which route and on what timeline.
• Relevant market definition. This is usually what decides the outcome. We build it from the client's real commercial information: substitute products, geographic scope, sales channels and actual competitors.
• Building the file. We prepare the information the authority requires and coordinate it with the finance, commercial and accounting teams, so the figures filed are consistent with what the company reports elsewhere.
• Filing and procedure. We submit the transaction, handle information requests, respond to interventions by interested third parties and follow the matter through to the decision.
• Remedies. If the authority proposes conditions for clearance, we test their scope and operational viability before they are accepted: a poorly measured remedy constrains the business for years.

What cannot be done before the decision

Between signing and closing the parties remain competitors and must behave as such. This is where most problems arise in practice, because the teams are already planning the integration while the authority has yet to decide.

• Rules for due diligence: what competitively sensitive information is shared, with whom and through what filter.
• Limits on joint decisions about prices, customers, territories, capacity or sales conditions.
• A protocol for integration committees and for internal, customer and supplier communications.

What the client receives

• A written opinion on whether the transaction must be reported or authorised, with the applicable route and the expected duration.
• The file submitted to the Superintendence of Industry and Commerce and sustained throughout the procedure.
• A signing-to-closing conduct protocol, drafted for the teams that will apply it and not just for the legal file.
• The authority's decision and, where remedies are imposed, a plan to comply with them and to evidence that compliance.

Typical situations we handle

• A fund or group buys a company while already holding another business in the same sector.
• Two companies in the same market set up a joint vehicle to run a channel, a plant or a platform.
• A company acquires its distributor or main supplier and needs to know whether that counts as an integration.
• The deal has been signed and the buyer discovers in pre-closing review that the filing was missing.