The Dominican Republic is debating its most significant antitrust reform in two decades
June 1, 2026
For several years, whenever a foreign lawyer asked whether a merger affecting the Dominican Republic needed to be notified to any competition authority, the answer was brief—and, for many, convenient: there was no general prior notification regime. That conversation is about to change completely.
On February 26, 2026, the Chair of ProCompetencia’s Board of Directors, María Elena Vásquez Taveras, submitted the Draft Organic Law on Antitrust and Economic Competition to the Executive Branch. The draft was received by legal advisor Jorge Subero Isa, who committed to promoting it before the National Congress. The proposal seeks to repeal and replace Law 42-08 on General Competition Defense, in effect since 2017.
Ricardo Pellerano Nadal, a senior associate at the firm Pellerano Nadal and a specialist in competition law, describes it as the most far-reaching reform of the Dominican antitrust framework since the country signed the DR-CAFTA. He clarifies, however, that this is a draft bill under discussion and that there is no certainty as to whether the text will be approved, when it will be enacted, or whether the final rules will be identical to the proposals.
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The context that gives political weight to the reform
The draft bill does not stand alone. It directly incorporates the recommendations of the Organization for Economic Cooperation and Development (OECD) Peer Review of the country’s competition law and policy, conducted in 2024, and is part of the goals of the process of accession to that organization. In March 2026, the Dominican Republic and the IDB signed a letter of intent to support this process during the IDB Group’s Annual Meetings in Paraguay. On May 7, 2026, during the Annual Conference of the International Competition Network in Manila, ProCompetencia became the only agency in the world to win two categories of the 2026 Competition Advocacy Contest, organized in partnership with the World Bank.
That same month, the IDB presented its flagship report on markets and development in Santo Domingo, in which it estimated that Latin America and the Caribbean could increase GDP per capita by 11% and reduce inequality by 6% if it achieved more competitive markets.
According to the competition law expert, the signal that the reform sends to the regional market is that the Dominican Republic is moving toward a more sophisticated regulatory framework aligned with international standards. He cautions that this does not automatically translate into greater complexity or reduced investment appeal, but rather into the need to plan operations with greater regulatory rigor. If the reform is accompanied by reasonable deadlines, clear criteria, and respect for due process, the country can consolidate its position as the most reliable Caribbean jurisdiction for foreign investment.
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Prior Review of Mergers
The draft bill introduces three major structural changes. The first and most significant is the prior review of economic mergers, a mechanism that does not currently exist in Dominican law.
Under the proposal, mergers, acquisitions, or consolidations exceeding a gross revenue threshold of DOP 200 million must be notified to the authority prior to closing. The transaction could not proceed without prior authorization. The procedure includes an initial review, a potential in-depth review, and a final decision. Regarding transition periods, the text provides that the law would take effect 180 days after its enactment and publication, while the merger control procedure would take effect no later than 190 days from the enactment of the law. Therefore, this is not a currently applicable regime, but rather a regulatory change that companies must begin to anticipate.
The attorney notes that companies’ initial reaction is often one of alarm, but that the key lies in understanding what would actually trigger the notification and in structuring each transaction with the necessary flexibility to adapt if the regime comes into effect during negotiations or between signing and closing.
“Companies with ongoing or potential M&A transactions should begin incorporating a competitive analysis into the structuring of their deals immediately, especially in cases involving delayed closings, lengthy negotiations, concentrated industries, or activities with significant effects on the Dominican market. The recommendation is not to halt transactions, but to design them with sufficient flexibility to adapt if the new regulations take effect during negotiations or between signing and closing,” he explains.
In transactions between competitors, the senior associate also emphasizes the importance of controlling the exchange of sensitive commercial information through external advisors and clear protocols to avoid risks of coordination or early execution of the transaction.
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Surprise Inspections and Digital Evidence
The second change concerns investigative tools. Current law allows for the request of information and the conduct of evidentiary proceedings, but with known procedural limitations. The draft bill proposes a considerably more robust regime: surprise inspections without prior notice, judicial authorization, assistance from law enforcement, and access to premises, offices, means of transportation, and even private residences linked to an investigation.
The specialist identifies digital evidence as the most sensitive aspect of this change. Emails, computer systems, electronic devices, cloud storage, unread or deleted communications, and devices used by employees or representatives could be subject to review.
“Companies should review their protocols for inspection, document preservation, use of email, WhatsApp, and instant messaging, personal devices used for work purposes, cloud storage, and communications with competitors, trade associations, distributors, suppliers, and customers. This should involve not only the legal department, but also management, sales teams, IT, human resources, security, and reception,” suggests the senior associate.
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Penalties That Redefine Financial Exposure
The third change concerns the level of penalties. For very serious violations, such as anti-competitive agreements and abuses of dominant market position, the draft bill provides for fines of up to 10% of gross revenue from the previous fiscal year. For serious violations, including the execution of mergers without prior authorization and the obstruction of investigations, the fine would reach 5%.
For Pellerano Nadal’s spokesperson, this increase represents a qualitative change in companies’ financial exposure, not a mere adjustment of figures. The sectors with the greatest exposure would be those with concentrated markets, significant barriers to entry, substantial public procurement, or frequent interaction among competitors: construction, energy, fuels, electricity, telecommunications, financial services, insurance, transportation, logistics, ports, healthcare, pharmaceuticals, food and beverages, agribusiness, retail, wholesale distribution, and digital platforms.
In the area of public procurement, the attorney notes that the draft bill itself would exclude cases of collusion in public procurement from the mitigating benefits that a compliance program might offer, which foreshadows what the new authority’s priorities will be.
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The new authority and its questions
The draft bill also proposes replacing ProCompetencia with the National Antitrust and Economic Competition Authority (ANACE), an autonomous and decentralized body with regulatory, administrative, financial, functional, and technical autonomy. The institutional design is more ambitious than the current regime, but the lawyer points out a significant distinction between what the text says and what would happen in practice.
“The proposed institutional design is more robust than the current regime, but its success will depend on implementation. If the new powers are not accompanied by resources, technical expertise, and clear due-process rules, there is a risk of having an authority with broad powers but limited enforcement capacity or one that is vulnerable to challenges,” he argues.
ANACE’s coordination with sectoral regulators is another aspect the specialist identifies as requiring further debate. In sectors such as telecommunications, electricity, financial services, transportation, and health, the coexistence of two regulatory frameworks would require clear criteria for delineation. Without them, the risk is not only duplicative procedures but also the possibility of conflicting criteria among authorities.
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What companies should review before it becomes law
With a legislative process that could take between 8 and 18 months and an estimated enactment date between late 2026 and the first half of 2027, companies have a specific window of opportunity to prepare. The attorney proposes a shift in mindset that goes beyond the legal department.
"Companies should move from a reactive to a preventive approach. Although the draft bill is not yet law, its content foreshadows a more demanding regime, in which antitrust risk must be treated as a significant corporate risk, not merely a legal matter. In practice, this means reviewing policies on pricing, discounts, exclusivity agreements, distribution, bidding processes, information exchanges, participation in trade associations, and contacts with competitors, suppliers, or distributors," he notes.
The draft bill itself expressly highlights compliance programs as a mitigating factor in determining penalties, provided they are established in advance, effective, and include minimum elements: commitment from senior management, a compliance officer, a risk matrix, internal controls, training, a whistleblower channel, monitoring, and auditing. The exception: cases of collusion in public procurement would be excluded from this benefit.
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Points Requiring Further Discussion
The legislative process provides an opportunity to refine aspects that, in their current form, raise significant questions. The specialist identifies four priority areas: the design of merger control, with particular attention to thresholds, local nexus, gross revenue calculation methodology, and the treatment of intra-group transactions, minority acquisitions, and joint ventures; the scope of inspection powers regarding digital evidence, which should be accompanied by clear rules on attorney-client privilege, chain of custody, and data protection; the methodology for imposing penalties and the concrete benefits of cooperating with the authority; and coordination between ANACE and sector-specific regulators.
On this last point, the spokesperson is clear in stating that in sectors such as telecommunications, electricity, finance, transportation, or healthcare, the reform will be only as effective as its institutional implementation. Companies that begin preparing today will have a real advantage when the law takes effect.
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