On September 18, 2026, the Antitrust Tribunal (the “AT”) issued Disposition No. 29/2026 (the “Disposition”) establishing, as a general rule, that the merger control regime applicable to a given transaction will be determined by the date on which the transaction is notified with the National Competition Authority (“NCA”).
The Antitrust Law No. 27,442 (the “Antitrust Law”) establishes, in Section 9, a suspensory (ex ante) merger control regime, pursuant to which transactions subject to notification must be authorized by the NCA prior to their closing. However, Article 84 of the Antitrust Law establishes a transitional regime under which the suspensory (ex ante) regime will enter into force one year after the ANC becomes operational, which occurred on November 17, 2025. Accordingly, the suspensory (ex ante) regime provided for in Article 9 of the Antitrust Law will enter into force on November 17, 2026.
In this context, the Disposition establishes that transactions notified before November 17, 2026, will be subject to the non-suspensory transitional regime—that is, the current ex post regime—provided for in Article 84 of the Antitrust Law, even if they close after that date. The same criterion applies in reverse: transactions for which an agreement was entered into before November 17, 2026, but which are notified after that date, will be subject to the suspensory regime—that is, the ex ante regime—provided for in Article 9 of the Antitrust Law.
To fall within the transitional regime, the Disposition requires that any notification made before November 17, 2026, be supported by a legally binding agreement between the notifying parties, executed by representatives with sufficient authority, from which the parties’ obligation to implement the transaction on the notified terms arises.
Non-binding preliminary instruments—such as letters of intent, memoranda of understanding, or term sheets— as well as any other non-binding offers that do not legally bind the parties to implement the transaction, regardless of their designation, do not satisfy this requirement. It is, however, permissible for closing to be subject to conditions precedent, including regulatory approvals in Argentina or abroad, or the occurrence of events beyond the parties’ discretionary control.
Finally, the Disposition clarified that the application of the non-suspensory (ex post) regime does not constitute a determination regarding the transaction’s effects on competition, nor does it restrict the investigative powers conferred by Section 14 of the Antitrust Law on the Secretary of Economic Concentrations and the AT itself.
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For further information, please refer to Julian Razumny or Ignacio Mora.