Merger Control — Cross-Border Guide

Merger control is the cornerstone of competition policy that prevents the creation or strengthening of market power through corporate consolidation. Every major jurisdiction maintains a mandatory or voluntary system requiring parties to notify proposed mergers, acquisitions, and joint ventures above prescribed thresholds. The rationale is straightforward: once a transaction closes and businesses integrate, unwinding an anti-competitive combination is vastly more difficult and costly than blocking or conditioning it ex ante.

For dealmakers and in-house counsel, merger control is no longer a single-jurisdiction concern. A mid-market cross-border acquisition can easily trigger notification obligations in five or more jurisdictions, each with its own thresholds, timelines, information requirements, and substantive tests. Failure to file where required, or closing before clearance is obtained (gun-jumping), can attract fines running into hundreds of millions of dollars and, in extreme cases, unwinding of the transaction.

The global merger control landscape has grown substantially more complex in the last decade. India introduced a deal value threshold in 2023. The EU adopted referral mechanisms under Article 22 EUMR to capture transactions that escape turnover-based thresholds. The United States overhauled its HSR filing form in 2024 with dramatically expanded information requirements. The United Kingdom's Competition and Markets Authority (CMA) has established itself as an independent enforcement voice post-Brexit, blocking transactions that other agencies cleared.

This guide provides M&A counsel and compliance teams with a practical, jurisdiction-by-jurisdiction overview of notification requirements, review timelines, remedies frameworks, and enforcement trends. It is designed to support multi-jurisdictional filing strategies and help parties avoid the most common pitfalls in cross-border deal execution.

Throughout the guide, we draw on real decisions and enforcement actions to illustrate how merger control rules operate in practice. The focus is on four major regimes — India, the EU, the United States, and the United Kingdom — with references to other jurisdictions where relevant for comparative purposes.

As of 2026, over 130 jurisdictions worldwide maintain some form of merger control regime. The International Competition Network (ICN) Merger Working Group has been instrumental in promoting convergence on procedural norms, but significant divergences remain in substantive standards, notification triggers, and review timelines.

The dominant models can be broadly categorised as follows:

Mandatory pre-merger notification with suspensory obligation: This is the most common model, employed by the EU, the United States, India, Brazil (CADE), China (SAMR), and the majority of jurisdictions. Parties must notify the transaction before closing and may not complete the deal until clearance is granted or the review period expires. Closing without clearance constitutes gun-jumping.

Voluntary notification without suspensory obligation: The United Kingdom and Australia operate voluntary regimes where parties may choose to notify but are not legally required to do so. However, the competition authority retains the power to investigate and potentially unwind completed transactions, creating a strong practical incentive to notify.

Post-merger notification: A smaller number of jurisdictions permit parties to notify after closing. This model is less common in mature regimes and presents significant risks if the authority subsequently identifies competition concerns.

A critical development in recent years is the expansion of merger control to capture transactions that fall below traditional turnover thresholds. Germany and Austria introduced deal value thresholds in 2017 (EUR 400 million). India followed in 2023 (INR 2,000 crore, approximately USD 240 million). The EU has leveraged Article 22 EUMR referrals to review below-threshold transactions — most notably the Illumina/GRAIL case. These developments are primarily aimed at killer acquisitions in the technology, pharmaceutical, and digital sectors, where targets may have negligible revenue but substantial competitive significance.

Timing and sequencing across multiple jurisdictions remain one of the most challenging aspects of cross-border M&A. The transaction agreement must accommodate the longest potential review timeline (often China's SAMR at 180+ days or the EU's Phase II at 125+ working days) while managing conditionality, financing commitments, and commercial certainty. Experienced merger control counsel plan the filing sequence, engage in pre-notification discussions with key agencies, and build the timetable before signing.

Substantive standards have also diverged. While most jurisdictions apply a Significant Lessening of Competition (SLC) or Significant Impediment to Effective Competition (SIEC) test, the weight given to efficiencies, innovation considerations, and non-competition public interest factors varies considerably. South Africa, for instance, routinely imposes employment-related conditions on mergers. India's CCI has considered industrial policy objectives alongside competition effects.

India's merger control regime is governed by Sections 5 and 6 of the Competition Act, 2002, read with the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations, 2011 (the "Combination Regulations"). The regime became operational on 1 June 2011 and applies to acquisitions, mergers, and amalgamations that meet prescribed asset and turnover thresholds.

Section 5 defines a "combination" as an acquisition of shares, voting rights, assets, or control, or a merger or amalgamation, where the parties individually or jointly exceed specified thresholds. These thresholds are revised periodically by the Government of India. As of 2025-2026, the principal thresholds (for enterprises with assets or turnover in India) are approximately:

• Parties to the combination (joint): Assets of INR 8,000 crore or turnover of INR 24,000 crore in India; or assets of USD 3 billion or turnover of USD 9 billion globally (with INR 800 crore in assets or INR 2,400 crore in turnover in India).
• Target enterprise alone: Assets of INR 4,000 crore or turnover of INR 12,000 crore in India; or assets of USD 1.5 billion or turnover of USD 4.5 billion globally.
• Group thresholds: Corresponding group-level thresholds apply where the acquirer belongs to a group (as defined under the Act).

Section 6(2) imposes a mandatory pre-notification obligation with a suspensory effect: no combination shall come into effect until it has been approved by the CCI or until 210 days have elapsed from the date of notification (the deemed approval period). In practice, the CCI processes the vast majority of notifications within 30 working days under the Green Channel route (for transactions with no horizontal, vertical, or complementary overlaps) or within the initial Phase I period.

The notification is filed using Form I (a short form, sufficient for the majority of transactions) or Form II (a long form, required where the CCI identifies potential competition concerns). The CCI may convert a Form I filing to Form II during its review if it determines that the short form is insufficient. Filing fees are INR 20 lakh for Form I and INR 65 lakh for Form II.

Green Channel: Introduced in August 2019, the Green Channel allows automatic approval upon filing for transactions where there is no horizontal, vertical, or complementary overlap between the parties in India. The parties self-assess eligibility and file a declaration. The CCI processes Green Channel filings within 15 working days, and clearance is deemed granted upon filing. However, if the CCI subsequently finds that the declaration was incorrect, it can revoke the approval.

Exemptions: Certain categories of transactions are exempt from notification, including acquisitions in the ordinary course of business by underwriters, financial institutions, or scheduled banks (subject to conditions); intra-group reorganisations; and transactions where the target's assets and turnover in India fall below de minimis thresholds (currently INR 450 crore in assets and INR 1,250 crore in turnover).

The CCI has reviewed over 1,200 combinations since 2011, with the overwhelming majority receiving unconditional clearance. Conditional approvals include notable cases such as Holcim/Lafarge (2015, cement sector divestiture), Piramal/Shriram (2022, financial services), and Tata/Air India (2022, aviation).

The Competition (Amendment) Act, 2023 introduced a significant change to India's merger control regime by adding a deal value threshold under Section 5 of the Competition Act. This amendment, which came into force on 10 September 2024, provides that a transaction constitutes a notifiable combination if:

• The value of the transaction exceeds INR 2,000 crore (approximately USD 240 million); and
• The target has "substantial business operations in India" (as defined by the CCI through regulations).

This threshold operates as an alternative to the existing asset/turnover thresholds. A transaction that does not meet the traditional thresholds may still be notifiable if it meets the deal value test. The amendment was specifically designed to capture killer acquisitions and transactions in the digital and pharmaceutical sectors where the target may have a large user base or valuable intellectual property but negligible revenues or assets in India.

The CCI notified the Competition Commission of India (Combinations with the value of the transaction exceeding INR 2,000 crore) Regulations, 2024 to operationalise this threshold. Key aspects include:

"Value of the transaction" is calculated as the aggregate of: (a) every valuable consideration (whether direct or indirect) paid or agreed to be paid by the acquirer for the acquisition; (b) all consideration for any interconnected transaction; and (c) the value of any non-compete agreements or similar arrangements. Where consideration is non-monetary (e.g., share swaps), valuation follows prescribed methods.

"Substantial business operations in India" is assessed with reference to factors including: the number of users, subscribers, or customers in India; gross merchandise value generated in India; and the quantum of data collected from Indian users. The CCI has published guidance clarifying that a digital platform with over 10% of its users in India, or a pharmaceutical company with clinical trials or regulatory filings in India, would likely meet this test.

The deal value threshold brings India in line with Germany and Austria, which introduced similar provisions in 2017 (EUR 400 million deal value, with the target having "significant activities" in the jurisdiction). It also addresses a gap that the EU has sought to fill through Article 22 EUMR referrals — the ability to review high-value acquisitions of nascent competitors that generate little or no revenue.

For M&A practitioners, the deal value threshold means that every acquisition exceeding INR 2,000 crore must be assessed not only against the traditional thresholds but also against the new deal value test. This is particularly relevant for global technology transactions, pharmaceutical acquisitions, and acquisitions of Indian start-ups by foreign multinationals.

The European Union's merger control regime is governed by Council Regulation (EC) No 139/2004, the EU Merger Regulation (EUMR). The European Commission (EC) has exclusive jurisdiction over "concentrations" with a Community dimension, defined by turnover thresholds set out in Article 1 EUMR.

Article 1(2) — Primary thresholds: A concentration has a Community dimension where:

• The combined aggregate worldwide turnover of all the undertakings concerned exceeds EUR 5 billion; and
• The aggregate Community-wide turnover of each of at least two of the undertakings concerned exceeds EUR 250 million;
• Unless each of the undertakings concerned achieves more than two-thirds of its aggregate Community-wide turnover within one and the same Member State.

Article 1(3) — Alternative thresholds: A concentration that does not meet the primary thresholds still has a Community dimension where:

• The combined aggregate worldwide turnover of all undertakings concerned exceeds EUR 2.5 billion;
• In each of at least three Member States, the combined aggregate turnover of all undertakings concerned exceeds EUR 100 million;
• In each of at least three of those Member States, the aggregate turnover of each of at least two of the undertakings concerned exceeds EUR 25 million; and
• The aggregate Community-wide turnover of each of at least two of the undertakings concerned exceeds EUR 100 million.

The EUMR operates as a "one-stop shop": transactions meeting these thresholds are reviewed exclusively by the European Commission, and national competition authorities of EU Member States are generally precluded from applying their own merger control rules. However, referral mechanisms under Articles 4(4), 4(5), 9, and 22 allow cases to be referred between the Commission and Member States.

The Article 22 referral mechanism has taken on renewed significance since the Commission's 2021 guidance encouraging Member States to refer transactions that do not meet national notification thresholds but may affect competition in the internal market. This was applied most controversially in Illumina/GRAIL (2022), where the Commission asserted jurisdiction over an acquisition by a US-headquartered company of a US-headquartered target that generated no revenue in the EU. The General Court upheld the referral in July 2022 (Case T-227/21), though the Court of Justice overturned this on appeal in September 2024 (Case C-611/22 P), ruling that Article 22 referrals cannot be used by Member States that lack their own merger control jurisdiction over the transaction.

The substantive test under the EUMR is whether the concentration would significantly impede effective competition (SIEC), in particular by creating or strengthening a dominant position, in the common market or a substantial part of it. The Commission considers horizontal overlaps, vertical relationships, conglomerate effects, potential competition, and efficiencies.

Notification is made on Form CO (or Short Form CO for straightforward cases) and triggers a Phase I review of 25 working days, extendable to 35 working days if commitments are offered. If the Commission has "serious doubts" about the transaction's compatibility with the common market, it opens a Phase II in-depth investigation lasting 90 working days (extendable to 105 or 125 working days). Filing fees are not charged by the Commission.

The United States merger control regime is administered jointly by the Federal Trade Commission (FTC) and the Antitrust Division of the Department of Justice (DOJ) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act) and the Clayton Act, Section 7. The HSR Act establishes a mandatory pre-merger notification programme for transactions exceeding prescribed thresholds.

Notification thresholds (2025 values, adjusted annually):

• Size-of-transaction test: The acquiring person will hold, as a result of the acquisition, an aggregate total amount of voting securities and assets of the acquired person in excess of USD 119.5 million (2025 threshold; adjusted annually for GNP).
• Size-of-person test (applies where the transaction value is between USD 119.5 million and USD 478 million): One person has total assets or annual net sales of at least USD 23.9 million and the other has total assets or annual net sales of at least USD 239 million.
• Transactions valued above USD 478 million are reportable regardless of the size of the parties.

The HSR Act imposes a mandatory waiting period of 30 calendar days from the date of filing (15 days for cash tender offers and acquisitions from bankruptcy). During this period, the parties may not close the transaction. If the reviewing agency (either the FTC or the DOJ, following a clearance process to allocate jurisdiction) issues a Second Request (a formal demand for additional documents and information), the waiting period is extended until 30 days after substantial compliance with the Second Request.

Second Requests are the US equivalent of an in-depth investigation. They are notoriously burdensome, often requiring the production of millions of documents and extensive data submissions. Compliance typically takes 3-12 months and costs tens of millions of dollars in legal and document review fees. In practice, parties frequently negotiate the scope of the Second Request with the reviewing agency.

Filing fees are tiered based on transaction value (2025 rates):

• USD 30,000 for transactions valued above USD 119.5 million but not exceeding USD 179.3 million;
• USD 105,000 for transactions valued above USD 179.3 million but not exceeding USD 538.7 million;
• USD 265,000 for transactions valued above USD 538.7 million but not exceeding USD 1.077 billion;
• USD 425,000 for transactions valued above USD 1.077 billion but not exceeding USD 2.155 billion;
• USD 830,000 for transactions valued above USD 2.155 billion but not exceeding USD 5.387 billion;
• USD 2,335,000 for transactions valued above USD 5.387 billion.

In late 2024, the FTC finalized a substantially revised HSR filing form that dramatically increases the information required at the time of initial filing. The new form requires: narrative descriptions of the competitive rationale and overlaps; identification of supply relationships; information about prior acquisitions in the same industry; transaction-related and competition-related documents beyond just those prepared for the board; and, for the first time, information about labour market effects. These changes represent the most significant overhaul of the HSR form since its introduction.

The substantive test under Section 7 of the Clayton Act is whether the transaction may substantially lessen competition or tend to create a monopoly in any line of commerce in any section of the country. The FTC and DOJ issued revised Merger Guidelines in December 2023, replacing the 2010 Horizontal Merger Guidelines and the 2020 Vertical Merger Guidelines. The 2023 Guidelines articulate 13 principles for evaluating mergers and lower the HHI concentration thresholds that trigger a presumption of illegality from 2,500 to 1,800.

The United Kingdom's merger control regime is governed by the Enterprise Act 2002 and administered by the Competition and Markets Authority (CMA). Uniquely among major jurisdictions, the UK operates a voluntary, non-suspensory regime: there is no legal obligation to notify a merger and no prohibition on closing before CMA review. However, the CMA has broad powers to investigate completed and anticipated mergers and can impose interim measures or ultimately require divestiture, making voluntary notification the prudent course for most transactions that raise potential issues.

Jurisdictional thresholds: The CMA has jurisdiction to review a merger if either:

• Turnover test: The target enterprise has a turnover in the UK of more than GBP 70 million; or
• Share of supply test: The merger results in the creation or enhancement of a share of supply of at least 25% of goods or services of any description in the UK or a substantial part of it.

The share of supply test is intentionally broad and flexible — the CMA has wide discretion in defining the relevant description of goods or services and in assessing whether the 25% threshold is met. This allows the CMA to assert jurisdiction over transactions that might escape a pure turnover test, including acquisitions of nascent competitors or innovative start-ups with limited revenue.

The CMA has also acquired new merger jurisdiction over digital markets under the Digital Markets, Competition and Consumers Act 2024 (DMCCA). Under the DMCCA, once a firm is designated as having Strategic Market Status (SMS), its acquisitions above GBP 25 million may be reviewed by the CMA regardless of the standard jurisdictional tests. This provision is specifically designed to address concerns about killer acquisitions by large digital platforms.

Review process: The CMA operates a two-phase process:

• Phase 1: An initial review of up to 40 working days from the date the CMA confirms that it has sufficient information to begin its investigation. If the CMA finds a realistic prospect of a substantial lessening of competition (SLC), it may refer the case to Phase 2 (unless the parties offer acceptable undertakings in lieu of reference).
• Phase 2: An in-depth investigation conducted by an independent panel of CMA members, lasting up to 24 weeks (extendable to 32 weeks in exceptional cases). The Phase 2 test is whether the merger has resulted or may be expected to result in an SLC in any market in the UK.

Post-Brexit, the CMA has established a reputation for independent and rigorous enforcement. It was the only major agency to block the Microsoft/Activision Blizzard merger in its original form in April 2023, citing concerns about cloud gaming. The transaction was eventually cleared after Microsoft restructured the deal to divest cloud streaming rights to Ubisoft. The CMA's willingness to diverge from the European Commission and the FTC has made UK merger clearance a critical workstream in global deal planning.

The CMA does not charge a filing fee for merger review. However, the practical costs of a Phase 2 investigation — including economic analysis, data submissions, hearings, and legal representation — can be substantial.

The following comparative overview summarises the notification thresholds and key procedural features of the four major merger control regimes discussed in this guide. Practitioners should note that thresholds are updated periodically and the figures below reflect the position as of early 2026.

Feature	India (CCI)	EU (European Commission)	United States (FTC/DOJ)	United Kingdom (CMA)
Primary threshold type	Assets / Turnover + Deal value	Worldwide + EU turnover	Transaction value + Size of person	UK turnover or Share of supply
Key financial threshold	INR 8,000 Cr assets (joint) or INR 2,000 Cr deal value	EUR 5 Bn worldwide + EUR 250 Mn EU each	USD 119.5 Mn (transaction value)	GBP 70 Mn UK turnover
Mandatory notification	Yes	Yes	Yes	No (voluntary)
Suspensory obligation	Yes (210-day deemed approval)	Yes (Phase I: 25 WD + Phase II: 90 WD)	Yes (30 days, extendable by Second Request)	No (but IEOs possible)
Phase I timeline	30 working days (Green Channel: 15 WD)	25 working days (extendable to 35)	30 calendar days	40 working days
Phase II timeline	Up to 210 days total	90 working days (extendable to 125)	30 days post-Second Request compliance	24 weeks (extendable to 32)
Filing fee	INR 20 Lakh (Form I) / INR 65 Lakh (Form II)	None	USD 30,000 to USD 2,335,000 (tiered)	None
Substantive test	AAEC (Appreciable Adverse Effect on Competition)	SIEC (Significant Impediment to Effective Competition)	SLC (Substantially Lessen Competition)	SLC (Substantial Lessening of Competition)

Several observations emerge from this comparison. First, India's dual threshold structure (asset/turnover plus deal value) makes it one of the most comprehensive regimes in terms of capturing transactions. Second, the EU's one-stop-shop mechanism simplifies multi-Member State transactions but the alternative thresholds under Article 1(3) introduce complexity. Third, the US regime is notable for its tiered filing fees and the extraordinary burden of a Second Request investigation. Fourth, the UK's voluntary regime belies the CMA's aggressive enforcement posture, particularly post-Brexit.

Practitioners should also be aware of de minimis exemptions and local nexus requirements. India exempts transactions where the target's Indian assets and turnover fall below prescribed minimums. The EU's two-thirds rule excludes domestic transactions. The UK's share of supply test can capture transactions with minimal UK financial nexus if the parties supply similar goods or services in the UK. These nuances frequently determine whether a particular jurisdiction's filing obligation is triggered.

Pre-notification engagement with competition authorities is one of the most valuable — and underutilised — tools in the merger control practitioner's toolkit. Most major agencies offer formal or informal channels for parties to discuss a proposed transaction before filing, and effective use of these channels can significantly reduce uncertainty, shorten review timelines, and identify potential issues early.

European Commission: Pre-notification discussions are standard practice and strongly encouraged by the EC. Parties are expected to engage in pre-notification contacts with DG Competition's case team before submitting a Form CO. The purpose is to agree on the scope of information required, discuss market definition, identify potential competition concerns, and potentially agree on a simplified procedure for straightforward cases. Pre-notification discussions can last anywhere from a few days to several months for complex cases. The EC will not accept a filing as complete until it is satisfied with the quality of the information — making pre-notification engagement essential to avoid the filing being declared incomplete.

CCI (India): The CCI offers both formal and informal pre-filing consultations. The formal route involves submitting a pre-filing consultation request with a summary of the transaction, the parties, and the relevant markets. The CCI's Combination Division will typically respond within 2-3 weeks with preliminary observations. Informal discussions with the CCI Secretary or case officers are also possible and are increasingly common for complex or novel transactions. For deal value threshold assessments, pre-filing consultation is particularly advisable given the novelty of the provisions.

United States: The FTC and DOJ do not offer a formal pre-notification consultation process analogous to the EU. However, parties can and do engage with the reviewing agency informally, particularly in the following circumstances: (a) to discuss whether a transaction is reportable under the HSR Act (the FTC's Premerger Notification Office provides informal guidance on reportability questions); (b) to discuss the scope of a potential Second Request before it is issued; and (c) to explore whether early termination of the waiting period is possible.

CMA (United Kingdom): The CMA offers a pre-notification discussion process (sometimes called "pre-assessment") where parties can submit a briefing paper describing the transaction and the relevant markets. The CMA will provide an initial indication of whether the transaction is likely to raise competition concerns and whether it falls within the CMA's jurisdiction. This is particularly useful in the UK's voluntary regime, where the initial question is often whether to notify at all.

Beyond the "Big Four" agencies, pre-notification consultation is available in many other jurisdictions, including Brazil (CADE), Germany (Bundeskartellamt), Japan (JFTC), and South Korea (KFTC). In jurisdictions where the authority's resources are limited or where the filing form is rigid, pre-notification engagement can be the difference between a smooth Phase I clearance and a protracted investigation.

Practical tips for pre-notification discussions: (a) prepare a concise briefing paper (5-10 pages) covering the parties, the transaction, the competitive landscape, and any potential overlaps; (b) be transparent about potential concerns — the authority will discover them during review, and early candour builds credibility; (c) use pre-notification to test market definitions and the competitive narrative before committing to positions in the formal filing; (d) in multi-jurisdictional transactions, coordinate the timing of pre-notification discussions across agencies to ensure consistency of messaging.

Most merger control regimes operate a two-phase review process. Phase I is an initial assessment designed to clear straightforward transactions quickly. Phase II is an in-depth investigation triggered when the authority identifies potential competition concerns that cannot be resolved in Phase I.

Phase I — Initial Review:

In the EU, Phase I lasts 25 working days from notification (extendable to 35 if remedies are offered). Approximately 90% of notified transactions are cleared in Phase I, either unconditionally or with commitments. The Commission publishes a decision under Article 6(1)(b) EUMR for unconditional clearance or Article 6(1)(b) read with Article 6(2) for conditional clearance.

In India, the CCI's Phase I review takes 30 working days. The CCI's Combination Division reviews the filing, conducts market inquiries, and may issue requests for information (RFIs) to the parties or third parties. If no concerns are identified, the CCI issues a clearance order under Section 31(1) of the Competition Act. Green Channel filings are deemed approved upon filing, subject to a 15-working-day verification period.

In the US, the initial waiting period is 30 calendar days. Either the FTC or the DOJ (following inter-agency clearance) reviews the filing. If no concerns are identified, the waiting period expires and the parties are free to close. Early termination of the waiting period can be requested and is granted in the majority of cases.

Phase II — In-Depth Investigation:

A Phase II investigation is a significant escalation. In the EU, Phase II lasts 90 working days, extendable to 105 days if remedies are offered within the first 65 working days, or to 125 working days if remedies are offered after day 65 or if the parties request an extension. The Commission conducts detailed market testing, issues Statements of Objections, holds oral hearings, and may appoint a Hearing Officer. Phase II decisions can take 6-12 months from the date of notification.

In the US, a Second Request is the equivalent of Phase II. It requires the parties to produce all documents and data responsive to detailed specifications. The 30-day waiting period restarts once the parties certify substantial compliance. In practice, the period from Second Request issuance to substantial compliance is 3-12 months. If the agency decides to challenge the transaction, it files a complaint in federal district court seeking a preliminary injunction to block closing.

In India, if the CCI forms a prima facie opinion that the combination is likely to cause an appreciable adverse effect on competition (AAEC), it issues a show-cause notice under Section 29(1) and conducts a detailed investigation. The parties have 30 days to respond. The CCI may hold hearings, appoint expert committees, and issue a final order approving, modifying, or prohibiting the combination. The entire process must conclude within 210 days, after which deemed approval applies.

Expedited and simplified procedures: Most agencies have introduced fast-track processes for non-problematic transactions. The EU's Simplified Procedure (revised in 2023) allows clearance in approximately 25 working days with reduced information requirements for transactions with limited overlaps. India's Green Channel provides deemed approval upon filing. The US allows early termination of the HSR waiting period. These procedures are critical for managing deal timelines and should be pursued wherever available.

When a competition authority identifies concerns about a merger's effect on competition, the parties may offer remedies (also called commitments or undertakings) to address those concerns and secure conditional clearance. Remedies fall into two broad categories: structural and behavioural.

Structural remedies involve the divestiture of a business, assets, or shareholdings to an independent purchaser. They are generally preferred by competition authorities because they address competition concerns directly and permanently by maintaining or restoring the competitive structure of the market. Common forms include:

• Divestiture of an ongoing business: Sale of a stand-alone business unit to an approved purchaser (e.g., in Holcim/Lafarge, the CCI required divestiture of specific cement plants in India).
• Divestiture of brands or product lines: Transfer of specific brands or product portfolios (e.g., in Bayer/Monsanto, the EC required divestiture of Bayer's seed and herbicide businesses to BASF for EUR 7.6 billion).
• Divestiture of intellectual property: Licensing or transfer of patents, technology, or data (e.g., in Dow/DuPont, divestiture of DuPont's crop protection R&D organisation).

Behavioural remedies impose ongoing obligations on the merged entity's conduct. They are typically viewed as less effective than structural remedies because they require ongoing monitoring and enforcement. Examples include:

• Access commitments: Obligations to provide third parties with access to key infrastructure, technology, or inputs on fair, reasonable, and non-discriminatory (FRAND) terms.
• Firewall obligations: Requirements to maintain information barriers between business units.
• Non-discrimination commitments: Obligations not to discriminate against competitors in pricing, supply, or interoperability.
• Licensing commitments: Requirements to license IP to third parties on specified terms.

The European Commission has published detailed guidance on acceptable remedies in its 2008 Remedies Notice (supplemented by subsequent case practice). The Commission has a strong preference for structural remedies, particularly "clean sweep" divestitures of viable, stand-alone businesses. Behavioural remedies are accepted only in exceptional circumstances, typically for vertical or conglomerate concerns. A divestiture trustee is appointed to oversee the divestiture process, and an upfront buyer requirement may be imposed (i.e., the Commission will not approve the merger until a binding agreement for the divestiture has been signed).

In India, the CCI has accepted both structural and behavioural remedies, though its practice is still developing. In Piramal/Shriram (2022), the CCI imposed conditions relating to lending practices and governance. In Tata/Air India (2022), the CCI cleared the combination without conditions but noted concerns about slots and airport infrastructure that could arise in future transactions.

In the United States, consent decrees requiring divestiture are the standard remedy. The FTC and DOJ require that the divestiture be to a buyer capable of maintaining the competitive significance of the divested business. The agencies have increasingly rejected "mix-and-match" divestitures (combining assets from multiple sources) in favour of coherent, stand-alone business divestitures.

Practical considerations for remedy design include: the viability and competitiveness of the divested business; the identity and capability of the purchaser; the timeline for completing the divestiture; transitional service agreements; and the appointment of monitoring trustees. Parties should begin thinking about potential remedies during due diligence, well before the filing, to ensure they can offer a credible package quickly if concerns arise.

Gun-jumping refers to two related but distinct violations: (1) failure to notify a reportable transaction before closing; and (2) premature implementation — exercising control over or integrating with the target before clearance is obtained, even if a notification has been filed. Both violations attract significant penalties across all major jurisdictions.

EU — Article 7(1) EUMR: The standstill obligation prohibits implementation of a concentration with a Community dimension before it has been notified and cleared. Violations can result in fines of up to 10% of aggregate worldwide turnover of the undertaking concerned. In Altice/PT Portugal (Case M.7993, 2018), the European Commission fined Altice EUR 124.5 million for exercising decisive influence over PT Portugal prior to clearance. The Commission found that Altice had involvement in PT Portugal's day-to-day management, including vetoing pricing decisions and marketing campaigns. In Canon/Toshiba Medical Systems (2019), Canon was fined EUR 28 million for a two-step transaction structure designed to circumvent the notification obligation.

United States — HSR Act: Failure to file or observe the waiting period can result in civil penalties of up to USD 51,744 per day (2025 rate, adjusted annually). In Biglari Holdings/Cracker Barrel (2012), the DOJ obtained penalties for failure to file. More significantly, in Flakeboard/SierraPine (2014), the DOJ challenged gun-jumping based on the parties' coordination of business operations during the waiting period, resulting in a USD 3.8 million penalty. The FTC has also challenged gun-jumping in Gemstar/TV Guide and similar cases.

India — Section 43A: The CCI may impose a penalty of up to 1% of the total turnover or assets, whichever is higher, of the combination for failure to notify. In SCM Solifert/Deepak Fertilisers (2014), the CCI imposed a penalty for late notification. The CCI takes gun-jumping seriously and has issued guidance clarifying that pre-closing coordination of competitive activities, joint pricing decisions, and exchange of competitively sensitive information constitute implementation prior to approval.

United Kingdom: While the UK regime is voluntary, the CMA can impose initial enforcement orders (IEOs) to prevent pre-emptive action (integration steps) during its review. Breach of an IEO can result in penalties of up to 5% of worldwide turnover. In PayPal/iZettle (2019) and Facebook/Giphy (2022), the CMA imposed substantial fines for breaches of IEOs. Facebook was fined a total of GBP 50.5 million for repeated non-compliance with the IEO in the Giphy case — among the largest procedural fines imposed by any competition authority globally.

What constitutes gun-jumping? The following activities are generally considered impermissible before clearance:

• Exercising voting rights or appointing directors to the target's board;
• Involvement in the target's day-to-day commercial decisions (pricing, customer contracts, marketing strategy);
• Integrating IT systems, combining sales forces, or merging operations;
• Exchanging competitively sensitive information beyond what is necessary for due diligence;
• Joint go-to-market activities or coordinated responses to customer or supplier enquiries;
• Implementing non-compete or exclusivity clauses that restrict the target's competitive behaviour before closing.

Permitted pre-closing activities include: conducting due diligence (subject to clean team arrangements for sensitive information); planning for post-closing integration (without implementing those plans); agreeing on ordinary course of business covenants; and communicating with customers and employees about the transaction in general terms.

The line between legitimate pre-closing planning and impermissible gun-jumping is fact-specific and requires careful legal guidance. M&A teams should establish clear protocols and training for deal team members on permissible and impermissible interactions during the pre-closing period.

A well-planned multi-jurisdictional filing strategy is essential for any cross-border transaction that triggers notification obligations in multiple jurisdictions. The strategy must balance speed, cost, consistency, and risk across all relevant regimes.

Step 1 — Jurisdictional mapping: Begin with a comprehensive assessment of which jurisdictions require notification. This exercise should be conducted during due diligence, before the transaction agreement is signed, so that the parties can build appropriate conditionality and timeline provisions into the agreement. Key factors include: the parties' assets and turnover in each jurisdiction; the transaction value; local nexus tests; and whether any exemptions apply. For a global transaction, the assessment may cover 20-30 jurisdictions.

Step 2 — Sequencing and timing: File first in jurisdictions with the longest review timelines or the highest probability of a Phase II investigation. Typically, this means prioritising the EU, China (SAMR), and the US. India's CCI has relatively predictable timelines (30 working days for Form I), but the 210-day outer limit provides a backstop. Coordinate filing dates to ensure that the review processes run in parallel rather than sequentially wherever possible.

Step 3 — Consistent market definition and competitive narrative: While each jurisdiction has its own substantive standards and market definition methodology, the parties' competitive analysis should be internally consistent. Agencies communicate with each other, both formally (through bilateral cooperation agreements) and informally (through the ICN and other fora). Inconsistent positions across jurisdictions — for example, defining the relevant market broadly in one jurisdiction to avoid overlap concerns and narrowly in another — will be identified and will undermine credibility.

Step 4 — Pre-notification engagement: Engage with the agencies likely to conduct the most detailed review well in advance of filing. In the EU, pre-notification discussions are effectively mandatory. In India, pre-filing consultation is strongly recommended for complex cases. In the US, informal engagement with the FTC's Premerger Notification Office can resolve reportability questions and scope Second Request obligations.

Step 5 — Coordinated remedies strategy: If remedies are likely, develop a global remedies package that can be adapted to address concerns in different jurisdictions. A divestiture that resolves horizontal overlap concerns in the EU may also address the CCI's AAEC concerns in India, but the scope may need to be adjusted to reflect local market conditions. Coordinate remedy discussions across agencies to avoid conflicting commitments.

Step 6 — Information management and confidentiality: Multi-jurisdictional filings require sharing substantial volumes of information with multiple agencies. Establish clear protocols for: managing confidentiality claims across jurisdictions; coordinating responses to information requests; maintaining a central document repository; and ensuring that the deal team does not inadvertently provide inconsistent information to different agencies.

Step 7 — Long-stop date management: Monitor review progress across all jurisdictions and manage the long-stop date actively. If a Phase II investigation in one jurisdiction threatens to exceed the long-stop date, consider whether to: (a) negotiate an extension with the counterparty; (b) offer remedies to expedite the review; (c) seek to narrow the scope of the investigation through engagement with the agency; or (d) in extremis, restructure the transaction to exclude the problematic jurisdiction.

The cost of multi-jurisdictional merger filings is significant. For a large global transaction, external legal costs across all filing jurisdictions can range from USD 5-20 million, economic consultant fees from USD 2-10 million, and filing fees from USD 1-3 million. These costs should be budgeted and allocated between the parties in the transaction agreement.

The following decisions illustrate key trends and principles in global merger control. They are drawn from the period 2020-2025 and reflect the evolving approach of major competition authorities.

Microsoft/Activision Blizzard (2023): This USD 68.7 billion acquisition of the video game publisher was one of the most significant merger control cases in recent history. The European Commission cleared the transaction in Phase I with behavioural commitments (10-year licensing agreements for cloud gaming). The FTC sought to block the deal in administrative proceedings but was denied a preliminary injunction by a federal court. The CMA initially blocked the merger in April 2023, citing concerns about cloud gaming competition, but subsequently approved a restructured deal in October 2023 after Microsoft agreed to divest cloud streaming rights for Activision games to Ubisoft for 15 years. The case demonstrated the CMA's willingness to block globally significant transactions and the importance of the UK in multi-jurisdictional deal planning.

Illumina/GRAIL (2022-2024): Illumina's USD 7.1 billion acquisition of GRAIL, a cancer-detection test developer, tested the boundaries of merger control jurisdiction. The European Commission asserted jurisdiction through an Article 22 referral from France, despite GRAIL having zero revenue in the EU. The Commission blocked the merger in September 2022, finding that it would stifle innovation in multi-cancer early detection tests. Illumina was fined EUR 432 million for closing the transaction in violation of the standstill obligation. However, the Court of Justice in September 2024 ruled that Article 22 referrals cannot be used by Member States that lack their own jurisdiction over the transaction, casting doubt on the Commission's approach. Illumina subsequently divested GRAIL.

Meta (Facebook)/WhatsApp (2014, continuing effects): The European Commission cleared Facebook's acquisition of WhatsApp in 2014 subject to the condition that Facebook would not link WhatsApp user data with Facebook's advertising platform. In 2017, the Commission fined Facebook EUR 110 million for providing misleading information during the merger review — specifically, Facebook had stated that it would not be technically possible to link the two platforms' user data, but subsequently did so. While the merger itself was not unwound, the case established important precedents on the consequences of misleading notifications and the ongoing obligations arising from merger commitments.

Tata/Air India (2022): Tata Sons' re-acquisition of Air India from the Government of India was a landmark CCI decision. The CCI reviewed the combination and cleared it without conditions, noting that the transaction involved a distressed target (Air India had been loss-making for years) and that the combined entity would still face significant competition from IndiGo, SpiceJet, and other carriers. The CCI's analysis considered both domestic and international route overlaps and applied the failing firm defence framework. The clearance reflected the CCI's pragmatic approach to transactions involving distressed targets.

Bayer/Monsanto (2018): The EUR 63 billion acquisition was cleared by the European Commission subject to the largest ever divestiture package in EU merger control history — Bayer divested its seed, herbicide (including glufosinate ammonium), and digital agriculture businesses to BASF for EUR 7.6 billion. The CCI also cleared the transaction with conditions. In the US, the DOJ required divestiture of over USD 9 billion in assets. The case demonstrated the coordination of remedies across multiple jurisdictions and the scale of divestitures that authorities can demand in strategic sectors.

Adani/Holcim India (ACC & Ambuja Cements) (2022): The Adani Group's acquisition of Holcim's India businesses (ACC and Ambuja Cements) for approximately USD 10.5 billion was one of the largest CCI filings by transaction value. The CCI cleared the combination after assessing the competitive impact in multiple cement markets across India, considering regional market definitions and the existing presence of other major players such as UltraTech, Shree Cement, and Dalmia Bharat.

Adobe/Figma (2022-2023, abandoned): Adobe's proposed USD 20 billion acquisition of collaborative design platform Figma was abandoned in December 2023 after facing opposition from the European Commission (which opened a Phase II investigation), the CMA (which issued a Phase II referral), and the DOJ (which was reportedly preparing a challenge). The case illustrated how coordinated regulatory scepticism across multiple jurisdictions can lead to deal abandonment even without a formal prohibition decision. It also highlighted concerns about acquisitions of potential competitors in digital markets.

The concept of "killer acquisitions" — transactions where an incumbent acquires a nascent or potential competitor primarily to discontinue or suppress the target's competitive product or innovation — has become one of the most actively debated topics in merger control policy. The term was popularised by Colleen Cunningham, Florian Ederer, and Song Ma in their influential 2021 paper examining pharmaceutical acquisitions, but the concern extends across technology, digital platforms, and other innovation-intensive sectors.

Traditional merger control thresholds, based on the target's revenue or assets, are poorly suited to capturing killer acquisitions. The target in a killer acquisition typically has minimal current revenue but possesses a technology, product pipeline, user base, or data set that poses a competitive threat to the acquirer. By the time the target generates sufficient revenue to trigger traditional thresholds, the competitive harm may already have occurred.

Regulatory responses to killer acquisitions have taken several forms:

• Deal value thresholds: Germany, Austria, and India have introduced thresholds based on the value of the transaction rather than the target's revenue. India's INR 2,000 crore deal value threshold (effective September 2024) is explicitly aimed at capturing high-value acquisitions of nascent competitors with an Indian nexus.
• Below-threshold referrals: The EU's use of Article 22 EUMR referrals (until limited by the CJEU's Illumina/GRAIL judgment) was designed to capture below-threshold transactions. The debate on whether the EUMR should be amended to include a deal value threshold continues.
• Strategic market status (SMS): The UK's DMCCA 2024 gives the CMA jurisdiction over acquisitions by SMS-designated firms above GBP 25 million, regardless of the standard jurisdictional tests.
• Mandatory notification for large platforms: Under the EU's Digital Markets Act (DMA), gatekeepers must inform the European Commission of any intended concentration involving another provider of core platform services or any other services in the digital sector, regardless of whether EU or national merger thresholds are met.

Digital market mergers present unique challenges for competition analysis. Traditional tools — market share analysis, concentration ratios (HHI), and price-based theories of harm — are often inadequate for multi-sided platforms, zero-price markets, and ecosystems where competition occurs on innovation, quality, and data. Authorities have adapted their analytical frameworks:

The European Commission's decision in Google/Fitbit (2020) imposed behavioural commitments preventing Google from using Fitbit health data for advertising and maintaining interoperability with third-party wearables. This reflected the Commission's concern about data accumulation and ecosystem lock-in rather than traditional horizontal overlaps.

The CMA's investigation of Facebook/Giphy (2021) resulted in a prohibition and mandatory divestiture — a completed merger was unwound on the basis that Facebook's acquisition of Giphy would reduce competition in the display advertising market and remove a potential competitor in social media. This was one of the first cases globally where a competition authority ordered the divestiture of a completed digital acquisition.

In the pharmaceutical sector, the FTC's challenge to Amgen/Horizon Therapeutics (2023) was settled with conditions prohibiting Amgen from bundling Horizon's thyroid eye disease drug with its existing portfolio. The concern was that Amgen could leverage its market power across multiple products, a theory of harm that goes beyond traditional horizontal analysis.

For practitioners, the key takeaway is that every acquisition by a large digital platform or pharmaceutical company will receive heightened scrutiny regardless of the target's current revenue. Due diligence should assess the target's competitive significance (user base, data, IP, pipeline products) as well as its financial metrics. The transaction agreement should build in sufficient time and conditionality for regulatory review, including the possibility of a Phase II investigation in multiple jurisdictions.

The following checklist is designed for M&A teams and in-house counsel managing cross-border transactions with potential merger control implications. It covers the key steps from initial assessment through post-closing compliance.

Pre-Signing Phase:

• Jurisdictional scan: Identify all jurisdictions where the parties' assets, turnover, or activities may trigger a notification obligation. Include deal value threshold assessments for India, Germany, and Austria.
• Threshold analysis: Calculate actual threshold figures for each relevant jurisdiction using the most recent financial data. Account for group-level thresholds, intra-group turnover adjustments, and local nexus tests.
• Timeline assessment: Estimate the review timeline for each filing jurisdiction, including the possibility of Phase II investigations. Feed this into the long-stop date and conditionality provisions of the transaction agreement.
• Competitive overlap assessment: Map horizontal overlaps, vertical relationships, and complementary activities between the parties in all relevant product and geographic markets. Identify potential concerns and develop the competitive narrative.
• Remedies contingency: Assess whether structural or behavioural remedies may be required. Identify potential divestiture candidates and begin commercial assessment of their viability.

Signing to Filing Phase:

• Filing strategy: Finalise the filing sequence, taking into account review timelines, pre-notification consultation requirements, and interdependencies between jurisdictions.
• Pre-notification consultations: Initiate pre-notification discussions in the EU, India (CCI), and any other jurisdiction where early engagement is beneficial.
• Prepare filing documents: Compile information for all filing forms, ensuring consistency across jurisdictions in market definitions, competitive analysis, and transaction descriptions.
• Clean team protocols: Establish clean team arrangements for the exchange of competitively sensitive information during due diligence and integration planning. Document all protocols in writing.
• Gun-jumping compliance programme: Brief all deal team members, including integration planning teams, on the boundaries of permissible pre-closing conduct. Establish a review process for all pre-closing interactions between the parties.

Filing to Clearance Phase:

• Respond to RFIs promptly: Competition authorities issue requests for information on tight timelines (often 5-10 working days). Designate responsible team members and ensure rapid response protocols are in place.
• Monitor third-party submissions: Customers, competitors, and suppliers may submit concerns to the reviewing authority. Monitor press coverage and market intelligence for indications of third-party opposition.
• Coordinate across jurisdictions: Maintain regular contact with counsel in all filing jurisdictions. Ensure that information provided to one authority is consistent with submissions in other jurisdictions.
• Remedy discussions: If Phase II is opened or concerns are raised, engage in remedy discussions early. Develop a global remedy package that can be adapted to each jurisdiction's requirements.
• Second Request compliance (US): If a Second Request is issued, immediately mobilise a document review team and negotiate the scope with the reviewing agency.

Post-Clearance Phase:

• Compliance with conditions: If clearance is conditional, establish a compliance monitoring programme. Appoint a monitoring trustee if required. Ensure that all conditions (divestitures, access commitments, behavioural obligations) are fulfilled within prescribed timelines.
• Integration planning: Only commence integration activities after all required clearances have been obtained. Verify that all filing jurisdictions have provided clearance or that the applicable deemed approval periods have expired.
• Reporting obligations: Some jurisdictions require post-closing reporting on compliance with merger conditions. Calendar all reporting deadlines and ensure timely submissions.
• Record retention: Retain all merger control filings, correspondence with authorities, clean team protocols, and related documents for the periods required by each jurisdiction (typically 5-10 years).

This checklist is a starting point. Each transaction will present unique issues depending on the sectors involved, the jurisdictions concerned, and the specific competitive dynamics. Experienced merger control counsel should be engaged early in the process to tailor the approach to the particular transaction.