Draft Organic Law on Antitrust and Economic Competition
The Draft Organic Law on Antitrust and Economic Competition, developed by the National Commission for the Defense of Competition (Pro-Competencia) and submitted to the Executive Branch in February 2026, proposes a comprehensive reform of the competition law framework in the Dominican Republic through the repeal of Law No. 42-08.
The initiative seeks to align the Dominican regulatory framework with international standards, strengthen institutional capacity, and equip the competition authority with more effective tools for investigation, oversight, and enforcement.
Key Proposals
New Competition Authority (ANACE)
The National Antitrust and Economic Competition Authority (ANACE) is created as a replacement for Pro-Competencia, structured as an autonomous body with its own legal personality, independent assets, and functional, administrative, and financial autonomy. The financing model includes inflation-adjusted budget allocations, service fees, and international cooperation funding, aimed at ensuring greater operational independence.
Institutional Governance and Due Process
The draft law introduces a separation between investigative and decision-making functions:
- A Board of Directors (with regulatory, decision-making, and sanctioning functions).
- An Investigations Directorate with exclusively investigative functions.
This design reflects international standards and strengthens due process guarantees.
Anti-Competitive Conduct and Unfair Competition
The catalogue of prohibited conduct is expanded and systematized, with a clear distinction between:
- Agreements among competitors (cartels), including price-fixing, market allocation, output restrictions, and bid rigging in public procurement.
- Abuse of dominant position, including practices such as predatory pricing, margin squeeze, refusal of access, and excessive pricing.
- Additionally, an express unfair competition regime is introduced, distinguishing between ordinary and aggravated infringements — an aspect not addressed in the current law.
Prior Control of Economic Concentrations
For the first time, a formal merger control regime is established for mergers, acquisitions, and other integration transactions. Transactions must be notified when they exceed a gross revenue threshold of RD$200 million. The procedure includes:
- Phase I: Initial review of 30 business days.
- Phase II: In-depth analysis of up to 90 business days.
Positive administrative silence is introduced, providing greater predictability for transactions.
Leniency Program
A leniency program for cartel detection is incorporated, allowing:
- Full fine exemption for the first applicant that provides substantial evidence.
- Reductions of between 10% and 60% for subsequent cooperating parties.
This tool is key to the effective prosecution of collusive agreements.
Sanctions Regime
The sanctions system is redefined with clearer and more proportionate criteria:
- Very serious infringements: up to 10% of gross revenues.
- Serious infringements: up to 5%.
- Minor infringements: up to 1%.
Sanctions are doubled in cases of recidivism, and a 10-year statute of limitations applies.
Digital Markets
The draft law expressly incorporates digital markets into the competition analysis framework, taking into account elements such as network effects, data control, and multilateral structures.
Comparative Table: Law 42-08 vs. Draft Law
| Aspect | Current Law 42-08 | Draft ANACE Law |
|---|---|---|
| Competition Authority | Pro-Competencia | ANACE, with reinforced autonomy, independent assets, and broader institutional powers. |
| Appointment of Authorities | Existing scheme centered on the Executive Branch. | Board of Directors of five (5) members appointed by the National Congress (Congreso Nacional) from nominations submitted by the Executive Branch. |
| Separation of Investigation and Sanction | No marked structural separation exists. | Structurally distinguishes a decision-making Board of Directors from an Investigations Directorate. |
| Merger Control | Does not provide a comprehensive prior merger control regime. | Establishes a formal prior notification regime, economic thresholds, review phases, and positive administrative silence. |
| Unfair Competition | Law 42-08 does not contain a specific chapter with detailed unfair competition typologies. | Introduces a dedicated chapter on unfair competition with expressly defined acts. |
| Leniency Program | Non-existent. | Introduces fine exemptions or reductions for cartel participants who cooperate with the authority. |
| Digital Markets | Not expressly regulated. | Expressly incorporated into the definition and analysis of the relevant market. |
| Sanctions | Less developed in terms of classification and grading. | Classifies infringements by severity and increases the precision of the fines regime. |
| Statute of Limitations | Not as clearly developed as proposed in the draft. | Provides a 10-year statute of limitations from the cessation of the conduct. |
| Positive Administrative Silence | Not expressly contemplated as a general rule in this context. | Incorporated in favor of the notifying party within the merger control process. |
Implications for M&A
From a mergers and acquisitions perspective, the draft law introduces relevant elements that go beyond the mere creation of a prior merger control regime. In particular, it provides for an abbreviated procedure for certain transactions, including those without material horizontal or vertical overlaps and cases involving a transition from joint to sole control; establishes an administrative notification fee; allows the authority to request additional information from the parties and from third parties, with a direct impact on execution and closing timelines; provides for third-party intervention in Phase II through the publication of a brief notice of the transaction; and empowers the authority to grant approval subject to conditions or remedies, including those different from those offered by the notifying parties. The draft law also develops in greater detail the substantive criteria for merger analysis — including market structure, barriers to entry, potential competition, access to inputs, and efficiencies — as well as rules on the confidential treatment of information, all of which must be considered from the early stages of deal structuring, due diligence, and document negotiation.
General Assessment
The draft law represents a structural reform of competition law in the Dominican Republic, aimed at strengthening institutional capacity, broadening enforcement tools, and bringing the Dominican system closer to comparative international standards. For the private sector, the most significant changes are the introduction of mandatory merger control, the reinforcement of the sanctions regime, the implementation of the leniency program, and the express incorporation of digital markets into the competitive analysis framework.
The Pellerano & Herrera team is available to advise your company on the assessment of its commercial practices, structuring of economic concentrations, and preparation for the new regulatory framework. For further information, please contact us.