Quito, October 16, 2025 – Ecuador’s Superintendence of Economic Competition (SCE) has issued a detailed guide setting out the analytical framework for assessing merger transactions, aiming to enhance transparency, predictability, and legal certainty in the country’s merger review process.
The new guidance, developed by the SCE’s National Directorate for Merger Control, establishes principles and procedures for applying the Organic Law on Market Power Regulation and its regulations.
The SCE underlined that the guide is orientative—it does not replace existing legislation but serves as a technical benchmark for interpreting and applying the merger control regime. It consolidates the authority’s existing practice and will be updated periodically to reflect institutional experience, regulatory evolution, and emerging case law.
Key Elements of Merger Review
The guidance defines an economic concentration as any transaction that results in a lasting change of control between previously independent entities, including mergers, acquisitions of shares or assets, joint ventures, and other arrangements that confer decisive influence.
It also clarifies exemptions from mandatory notification, such as temporary holdings of securities, internal reorganizations, or acquisitions of liquidated firms without market activity.
The document sets out the criteria for defining relevant markets, calculating market shares, and determining notification thresholds—based on either turnover or a 30% market share in the relevant market. It introduces a structured approach to evaluating potential effects on competition, including unilateral and coordinated effects.
Evaluation Standards and Remedies
Under the Ecuadorian framework, the SCE may block or condition a transaction if it creates, modifies, or strengthens market power, or if it results in a significant impediment to effective competition. The guidance also discusses possible structural, behavioral, and mixed remedies—ranging from divestitures to commitments ensuring access to key inputs or networks.
The authority emphasizes that the goal of merger control is not to protect competitors but to safeguard the competitive process and consumer welfare. The SCE said the guide forms part of its broader effort to modernize enforcement and align Ecuador’s merger control system with international best practices promoted by the OECD, UNCTAD, and the International Competition Network.
Source: https://www.sce.gob.ec/sitio/boletin-de-prensa-no-028-sce-emite-guia-para-el-analisis-de-operaciones-de-concentracion-economica/
