2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 1 - Regulation of Business Generally (§§ 1 — 998q) › Chapter 13 - Monopolies and Restraint of Trade (§§ 251 — 276) › § 261 - Mergers and acquisition

(a) It shall be unlawful for any person to acquire or contract to acquire the whole or any part of the stock or other share capital of any corporation or the whole or any part of the assets of any person engaged in trade or commerce in Puerto Rico, where in any line of commerce in any section of the Commonwealth of Puerto Rico, the effect of such acquisition may be substantially to lessen competition, or to tend to create a monopoly.
The prohibition established in this subsection shall not apply to the acquisition of assets intended for the original establishment of an industry or business nor to the acquisition of stock of a corporation organized to that end; nor does it extend to the addition of new units to existing industries or businesses, without the absorption of another firm also in existence. Likewise, the prohibition herein established shall not apply to corporations purchasing such stock solely for investment and not using the same by voting or otherwise to bring about, or in attempting to bring about, the substantial lessening of competition. Nor shall anything contained in this subsection prevent a corporation from causing the formation of subsidiary corporations for the actual carrying on of their immediate lawful business, or from owning and holding all or part of the stock of such subsidiary corporations, when the effect of such formation is not to substantially lessen competition.
(b) The fact that at the time of the acquisition the acquirer is not doing business in Puerto Rico does not exclude by itself the determination that the acquisition may have the effects herein proscribed, if from the economic potentiality of the acquirer such probability may be reasonably inferred.
(c) The Secretary of Justice is empowered, and by his delegation the Assistant Secretary of Justice in charge of monopolistic affairs, to, at the request of the acquirer, give his opinion on the legality of any acquisition of assets or share capital prior to the accomplishment thereof. The application for an opinion shall be filed in writing in the Office of Monopolistic Affairs and the same must include a disclosure of every material fact of the intended transaction. At any time the applicant may be requested to furnish additional information and to place at the disposal of said office the documents concerning its production and sales or any other necessary documents to determine its economic potentiality. All information submitted for the purposes of this subsection will be kept in strict confidence, except insofar as its use may be necessary for the purposes of any judicial action on the part of the State against the applicant. In no case will an opinion be given on an acquisition which responds to a plan already in operation or which is inconsistent with any other provision of this chapter. An opinion that the proposed acquisition is lawful, may state, as necessary to keep the immunity referred to in the next subsection, such conditions as shall reasonably tend to safeguard the effectiveness of this chapter and prevent the abuse of the immunity to be granted. Every application filed in accordance with this subsection and on which the Secretary of Justice is to render an opinion, shall be referred to the Economic Development Administrator, and to the Secretary of Economic Development and Commerce, who shall advise the Secretary of Justice in that respect.
(d) An opinion favorable to an acquisition entails immunity against any action on the part of the state for violation of this section. However, the state reserves the right to file any criminal, civil or administrative proceeding when a violation of the conditions of the opinion is committed, or when, after the acquisition is accomplished, the operation of the plan of acquisition or the activities which in effect are developed result inconsistent with the facts submitted to the Office of Monopolistic Affairs to obtain the opinion on the acquisition.
(e) An unfavorable opinion on an acquisition shall only have the nature of an orientation ruling to the parties, in accordance with its terms. In no judicial proceeding may the said unfavorable opinion be used to establish a violation of this chapter. Actions to enforce this section shall correspond only to the State.
History —June 25, 1964, No. 77, p. 235, § 5.