MAY THE PURCHASE OF ASSETS AMOUNT TO ECONOMIC CONCENTRATION?

Abstract

This article critically examines the legal implications of the asset purchase agreement concluded between YandexEats and Express24 in Uzbekistan. Although the transaction was formally structured as an acquisition of assets, including domain names, trademarks, software, mobile applications, operational systems and user database, its economic and functional consequences raise important questions under merger control rules. The Competition Promotion and Consumer Protection Committee of the Republic of Uzbekistan concluded that the transaction did not require prior approval, since no transfer of shares or formal merger had occurred. However, the subsequent operational integration of the services into a unified technological platform suggests that the transaction may have resulted in a de facto consolidation of market power. The article argues that Uzbekistan’s existing merger control regime is overly formalistic and insufficiently equipped to assess asset-based transactions that may substantially lessen competition. Drawing on the UK SeaFrance case, the article demonstrates that merger control should not be limited to formal share acquisitions or corporate restructuring, but should also cover transactions involving the transfer of the economic substance of a business. The article concludes that Uzbekistan should introduce a substance-over-form approach, clarify the treatment of asset acquisitions, and incorporate a substantial lessening of competition test into its merger control framework.