WILLEMSTAD – The Joint Court of Justice has ruled that the Fair Trade Authority Curaçao (FTAC) was justified in imposing a fine on Ernst & Young for failing to report an acquisition. The regulatory authority penalized Ernst & Young for not complying with the mandatory notification requirement when acquiring parts of the former KPMG Curaçao. 

Legal Obligation to Report Major Acquisitions 

Under Curaçao's Competition Act, large mergers, acquisitions, or joint ventures must be reported in advance to the FTAC. In its appeal, Ernst & Young argued that notification was unnecessary because the acquisition was canceled and only partially completed. However, the Court rejected this argument, ruling that even a partial acquisition falls under the notification requirement. The decisive factor was that clients and employees had permanently transferred to Ernst & Young, which was the case in this transaction. 

Additionally, Ernst & Young claimed that its market share would remain below 30% after the acquisition. The firm criticized the FTAC’s market definition, arguing that it was too narrow and failed to include government audit contracts and smaller foreign firms. The Court dismissed this claim, ruling in favor of the FTAC’s market analysis. It determined that Ernst & Young’s market share had indeed exceeded 30%, making the notification mandatory. 

Penalty Upheld as Justified 

The Court also upheld the 400,000-guilder fine, which represents 40% of the legal maximum penalty. The FTAC had repeatedly warned Ernst & Young and requested information, but the firm failed to report the acquisition. According to the Court, this undermined regulatory oversight. The fact that Ernst & Young eventually provided the requested information did not negate the violation. 

Regulator Welcomes Court Decision 

FTAC Chair Miroslava Wedervoort welcomed the ruling, stating that it reinforces the authority’s legal framework and market analysis. She emphasized that the notification requirement for acquisitions is essential to monitor market structure and prevent excessive concentration of economic power in Curaçao. 

The Court’s ruling is final, meaning Ernst & Young has no further legal recourse.