Global Competition Law is primarly a practitioner's guide presenting the most salient aspects of the major competition laws country by country, giving an overview of their structure and most charasteristic elements.
Global Competition Law also provides insight into possible future developments in the field.

Global Competition Law

Article 6(2) of the Competition Act and Regulation 9 of the CCI's Combination Regulations require the acquirer to notify the CCI the projected transaction. The notification must occur after the signing of the transaction but before the implementation of any step of such transaction. The statutory review period has been reduced by the 2023 Competition Amendment Act, going from 210 to 150  days. Dur …

Merger notification

Article 6(2) of the Competition Act and Regulation 9 of the CCI's Combination Regulations require the acquirer to notify the CCI the projected transaction. The notification must occur after the signing of the transaction but before the implementation of any step of such transaction. The statutory review period has been reduced by the 2023 Competition Amendment Act, going from 210 to 150  days. During this period, the combination must be suspended, preventing parties from acquiring shares or securities or pay any consideration, without prior approval of the CCI.

The 2023 Amendment to the Competition Act also provides for an exemption to the stand-still rule when it comes to stock-market purchases. However, during this time period, the acquirer does not exercise any ownership or beneficial rights or interest in such shares. 

Pre-filing consultation with the CCI is not mandatory but is observed to be frequent especially in view of complex transactions. 

Two different forms can be used to file a notification. Form I, attached to the Regulations, details the information to be provided by the notifying parties. It was also revised in August 2019 and its contents are detailed in a Guidance note published in March 2020. Form II requires further disclosure. The CCI suggests to use Form II when the combination involves either competitors with a combined market share of more than 15% or non-competitors with an individual or combined market share in an upstream or downstream market of more than 25%.

The 2019 amendment to the Regulations also introduced a simplified merger notification procedure (“Green Channel Route" GCR). Under the GCR, the parties may use a simplified version of Form I and get immediate approval of the merger by the CCI. To qualify for the GCR, the acquirer must (i) have no existing interests in companies that may be seen as competitors to the target’s business; (ii) not operate in markets with vertical connections with the target’s business or in markets with complementary connections with the target’s business. Nevertheless, practitioners recommend  consulting the CCI pre-filing to receive a first, although informal, green light from the CCI to file with the GCR.

Filing fees vary depending on the form used to notify. The filing fee amounts to INR 2 million (US$ 26,700) for the basic Form I and INR 6.5 million (US$ 86,900) for the longer Form II.

The fees will increase with the implementation of the draft Competition Commission of India (Combinations) Regulations, 2023. Form I's fee will jump to INR 3 million (USD$ 36,000) while the Form II fee will go up to INR 9 million (USd$108,000).

The formal notification opens the Phase I review. The CCI has 30 calendar days to form a prima facie opinion on the effect the transaction is likely to have on the market. This period is extended to 45 calendar days if the CCI requires comments from the parties or if the parties submit commitments to remedy possible concerns.

According to the 2023 Amendment, if no decision is taken during this period, approval of the transaction is deemed to be granted.

If the CCI finds that an appreciable adverse effect on competition is likely to result from the transaction, it issues a “show cause notice” exposing its concerns, to which the parties have 30 days to respond. Phase II opens when the CCI is not convinced by the parties' response and  decides to conduct further investigation. This phase can last up to an additional 180 days period but the actual time period is often longer as the CCI frequently suspends the review periods for information requests. 

At the opening of Phase II, the CCI publishes basic information on the transaction so as to gather comments from any interested party. The CCI can ask for a report from the DG, invite affected parties or members of the public to file written objections and call for additional information from the parties. Parties can still present commitments. The CCI must render its decision within 45 days of the receipt of all the information. Pursuant to Article 31 of the Competition Act, the CCI can approve, prohibit or propose modification to the combination. 

Global Competition Law

1010. Merger notification

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Les notions juridiques connexes

1010. Merger notification

Demandez un accès gratuit au contenu exclusif Livv – juristes d’entreprise

Les notions juridiques connexes

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise