How is the minimum turnover threshold (EGP 100 million) that triggers a mandatory notification to the Competition Authority before completing a merger or acquisition determined, and what role does the accountant play in this determination?
Article 19(2) of Competition Law No. 3/2005 requires any person whose annual turnover in the most recent approved balance sheet exceeds EGP 100 million to notify the Authority upon acquiring assets, ownership rights, or shares, or upon forming unions, mergers, or acquisitions. The legal accountant plays a decisive, purely technical role here: determining whether a company has actually crossed this numerical threshold — based on its approved financial statements — is precisely what triggers the notification obligation in the first place, or confirms its absence.
Does this mandatory notification cover acquisitions carried out by a foreign investor or foreign company over an Egyptian entity, or is it limited to Egyptian parties only?
The statutory text does not distinguish between Egyptian and foreign parties. It addresses “persons” generally whenever the turnover threshold is met and a change in control or material influence over the target entity occurs — whether the acquiring party is an Egyptian company, a foreign investor, or a foreign entity acquiring an Egyptian company that exceeds this numerical threshold. This makes the notification duty equally applicable to cross-border acquisitions as it is to purely domestic transactions.
What obligation is imposed on the company under review to supply the Competition Authority with requested financial and bookkeeping data?
Article 11(3) obliges persons to provide the Authority with any data, papers, or documents it requests as necessary to exercise its powers, within the deadlines it sets. In practice, the Authority summons the parties to the transaction during its administrative review and specifically requests financial bookkeeping data, making the legal accountant’s records and organized ledgers the primary source the Authority relies upon in analyzing market share and the transaction’s potential competitive impact.
Are the Competition Authority’s powers coordinated with the Financial Regulatory Authority (FRA) when reviewing a merger involving a listed company or an entity under FRA supervision?
Yes. The comprehensive 2026 legislative amendments established explicit coordination mechanisms between the Competition Authority and the FRA for activities falling under the FRA’s supervision. This means a merger or acquisition involving a company listed on the stock exchange (as previously discussed in the context of the FRA’s auditors’ register) is subject to a dual, coordinated review requiring the same financial data to be submitted to both regulatory bodies simultaneously.
Which court has criminal jurisdiction if the parties to a merger are found to have deliberately concealed or submitted misleading financial data to avoid the mandatory notification to the Competition Authority?
The Economic Court holds exclusive jurisdiction, since Competition Law offenses fall within the list of laws specifically assigned to this court’s specialized subject-matter jurisdiction. If the legal accountant is shown to have knowingly helped understate the reported turnover figure specifically to avoid reaching the EGP 100 million notification threshold, he may be held liable as an accomplice in this offense before the same specialized court, applying the same knowledge-and-complicity standard established throughout earlier discussions of similar cases.
Judicial
An analysis of the Competition Law — particularly following the substantial 2026 amendments strengthening the Authority’s independence and its coordination mechanisms with the FRA — reveals a growing reliance on accounting precision as the objective criterion determining the law’s scope of application, rather than leaving the assessment of a company’s size to undocumented estimates.
Illustrative example: A global company sought to acquire an Egyptian fintech startup whose reported turnover in its latest balance sheet fell just under the EGP 100 million threshold. If it were later shown that the Egyptian company’s legal accountant deliberately excluded actual revenue from its financial statements — in coordination with both parties — specifically to keep the reported figure below the statutory threshold and avoid notifying the Authority before completing the deal, he would be exposed to liability as an accomplice in a clear violation of the Competition Law before the Economic Court, regardless of the foreign nationality of the acquiring party.