Yes. Concentrations (i.e. mergers) are subject to control by the Estonian Competition Authority ("Authority").

However, in limited sectors, corporate transactions are subject to other notification regimes. For example, credit institutions, financial institutions and insurers have to obtain permission from the supervisory authority of the corresponding field (in addition to permission from the Authority).

An undertaking that wishes to acquire a gas transmission network has to apply for an assessment of its conformity to Estonian internal security before the acquisition of the gas transmission network. The application shall be submitted to the Estonian Ministry of the Interior.
 

The reviewing agency is the Estonian Competition Authority ("Authority").

A concentration is not controlled by the Authority if the concentration is subject to control by the European Commission pursuant to Council Regulation 139/2004/EC on the Control of Concentrations Between Undertakings, unless the European Commission appoints, pursuant to Article 9 of such Regulation, the Authority as the authority competent to exercise control over the concentration.

Yes. The merger filing requirements are laid down in the Competition Act in Articles 21 and 25. Further, Article 26 of the Competition Act prescribes the requirements for the notice of concentration.
In addition, more detailed requirements are set out in the regulation "Guidelines for Submission of Notices of Concentration".

Concentration is deemed to arise in five scenarios where:

1. previously independent undertakings merge or parts of undertakings are merged;
2. an undertaking acquires control of the whole or a part of another undertaking, or of several undertakings or parts thereof;
3. undertakings jointly acquire control of the whole or a part of another undertaking, or of several undertakings or parts thereof;
4. a natural person already controlling at least one undertaking acquires control of the whole or a part of another undertaking, or of several undertakings or parts thereof;
5. several natural persons already controlling at least one undertaking jointly acquire control of the whole or a part of another undertaking, or of several undertakings or parts thereof.

No.

Foreign-to-foreign transactions are captured by the merger control regime. However, there aren't any special rules or effects tests.

The relevant jurisdictional thresholds are:

1. combined domestic turnover exceeds EUR 6 million; (approx. USD $6.7 million) and
2. domestic turnover of each of at least two parties exceeds EUR 2 million (approx. USD $2.2 million). 

The turnover of a party to a concentration is calculated on the basis of the audited annual report of the financial year preceding the concentration.

The filing is mandatory.

There is no specific deadline for filing the notice of concentration. However, the permission must be obtained before closing.

No.

A notice of concentration is submitted to the Authority in writing and has to contain:

1. information concerning each party to the concentration, including business names, registry codes, contact details and areas of activity;
2. a description of the concentration;
3. data concerning the turnovers of each party to the concentration during the preceding financial year;
4. information concerning control exercised or holdings owned in other undertakings by the undertakings belonging to the same group as the parties to the concentration and specified in clauses 24 (1) 1)–5) of this Act;
5. information concerning goods markets, including information concerning the market shares, main competitors, buyers and the market shares of the competitors and buyers of the parties to the concentration, and concerning barriers to entry into or exit from the goods market;
6. a description of the effect of the concentration on the goods market, prepared by the person submitting the notice;
7. information concerning associations of undertakings in which at least one of the parties to the concentration is a member;
8. restrictions on competition, if any, which are directly related to and necessary for giving effect to the concentration and the reasons for applying such restrictions;
9. information concerning other circumstances, if any, relating to the concentration, including proposals concerning the obligations directly related to the concentration;
10. list of competition authorities of other states who have been or will be notified of the concentration

However, if the goods markets are not affected by the concentration an abbreviated form of a notice that leaves out the detailed information concerning the affected goods markets can be submitted to the Authority.

Specific guidelines for the submission of a notice of concentration are set out by a regulation of the minister - available in English here: https://www.riigiteataja.ee/en/eli/522042016005/consolide 

There is a filing fee of EUR 1,920 (approx. USD $2,137).
 

After receiving the notification the Authority does an initial review and starts the actual review period if it is satisfied that the notification is "complete." 
Next, the Authority will give an overall appraisal of a concentration that is based on the need to maintain and develop competition, taking into account the structure of goods markets and the actual and potential competition in the goods market, including:

1. the market position of the parties to the concentration and their economic and financial power and opportunities for competitors to access the goods market;
2. legal and other barriers to entry into the goods market;
3. supply and demand trends for the relevant goods;
4. the interests of the buyers, sellers and consumers.  

The statutory deadlines within which the Authority must take a decision are:
Phase I: Within 30 calendar days of receipt of complete notification. 
Phase II: In the course of supplementary proceedings, the Authority has to make a decision within 4 months from initiation thereof.

The Authority has the possibility to clear a transaction earlier if the deal does not raise competition issues in particular where the parties have engaged in an extensive pre-notification process. 
The time limit for the merger reviewing process can be conditionally extended by the Authority (so-called "stop the clock"), when the Authority requests the elimination of deficiencies in the notification or issues a request for information. The clock is stopped from the day after which the request was issued until the deficiencies are eliminated or information submitted.

The Authority prohibits concentrations that would significantly impede effective competition in the market, in particular as a result of the creation or strengthening of a dominant position. A dominant position under the Estonian Competition Act is presumed over a market share of 40%.

The Authority can:

1. make a decision to grant the permission to concentrate;
2. make a decision to initiate supplementary proceedings;
3. make a decision that the concentration is not subject to control;
4. terminate the proceedings by a decision if the parties to the concentration decide not to concentrate;
5. prohibit the concentration.

The Authority will inform the parties to the concentration no later than one month before the termination of the term of the supplementary proceedings that certain competition concerns have been identified.
In that case, the parties to a concentration may offer commitments, if so they must describe the obligations assumed in sufficient detail to enable the Authority to determine the suitability of the assumed obligations in order to avoid restriction of competition on the goods market.

The statutory penalties for failure to notify or filing an incorrect notice are:

Administrative sanctions include: (i) precept requiring to cease the violation; (ii) in the case of failure to timely adhere to the precept: penalty payment up to EUR 6,400 (approx. USD $7,122) on private persons and up to EUR 9,600 (approx. USD $10,683) on legal persons. The penalty payment can be imposed repeatedly until the precept is adhered to. 

Misdemeanor sanctions are also possible: (i) legal person - fine up to EUR 400,000 (approx. USD $445,107); (ii) private person (e.g. company directors) - fine up to EUR 1,200 (approx. USD $1,335) or detention. 

The sanctions for competition law violations (in particular prohibited agreements and abuse of dominant position) are expected to change later in 2023 with the implementation of the ECN+ Directive. Based on the current draft amendments, changes to sanctions for merger control-related infringements are not planned to be changed, but we advise keeping an eye on the draft amendments to verify, whether the sanctioning of merger control-related infringements remains the same.  

In addition, submission of misleading or incorrect information may constitute grounds for revocation of a clearance decision. Further, if parties fail to eliminate those deficiencies by the prescribed term provided by the Authority, the notice is considered not to be submitted.

The statutory penalties are the same as in the case of failure to notify.
 

No.

Firstly, the Authority has to comply with the statute of limitations to initiate an investigation of an unnotified transaction. The statute of limitations is 3 years from the implementation of an unnotified transaction.

If the limitation period has not elapsed, the Authority can request information (concluded contracts, analyses, reports, research, reviews and other documents for evaluation or analysis of the concentration in relation to market shares, competition conditions, possible increase in sales or expansion into other markets, or general market conditions) from the parties of the unnotified transaction to evaluate the admissibility of the unnotified concentration. In addition, the notification of the concentration has to be submitted to the Authority.

Due to the fact that the unnotified transaction is considered to be a misdemeanor, the Authority has also the possibility to punish the parties of the unnotified transaction by a fine of up to (i) EUR 1,200 (approx. USD $1,369) or by detention for natural persons; (ii) EUR 400,000 (approx. USD $456,580) for legal persons.

In general, the majority of the transactions are cleared in Phase I, on average up to three proceedings per year enter Phase II. There have been altogether three mergers that were blocked from 2012 to 2022.

Concerning the calculation of the domestic thresholds Estonian merger control has a specific 2-year rule, according to which, if an acquirer has, within 2 years, acquired control over several firms operating in Estonia in the same sector of the economy, the combined turnover of those acquired target firms is taken into account in calculating the turnover of the target.