Worldwide: Jones Day Global Merger Control Update - August 2018

This Jones Day Global Merger Control Update discusses developments in existing merger control regimes over the first half of 2018, as well as the emergence of new merger control regimes worldwide.

Over the past few years, merger control enforcement has surged around the world, reaching well beyond the major jurisdictions. More than 110 jurisdictions now have merger control regimes. Some are more active than others, but all must be taken into consideration when assessing the antitrust risks of a cross-border M&A transaction.

In this Update, we discuss (i) key changes to existing regimes in Canada, China, Colombia, Germany and Austria, Italy, Lithuania, the Philippines, Sweden, Ukraine, the United Kingdom, and the United States; (ii) the temporary suspension of the authority's merger control reviews in Indonesia; and (iii) anticipated changes to the current regimes in Israel, Peru, and the United Arab Emirates.


Canada Increases Threshold of "Size-of-Target" Test

The Canadian Competition Bureau increased the threshold of the "size-of-target" test, effective February 10, 2018.

The "size-of-target" test refers to the value of assets in Canada to be acquired, or owned by the corporation whose shares are being acquired, or the annual gross revenue from sales in or from Canada generated by those Canadian assets. This threshold has increased to C$92 million (approx. US$71.3 million) and represents a C$4 million increase from the C$88 million (approx. US$68.1 million) threshold for 2017.

The "size-of-parties" test requires that the parties to a transaction, together with their affiliates, have assets in Canada or annual gross revenue sales in, from, or into Canada that exceed C$400 million (approx. US$310 million). This threshold remains unchanged.

China Reforms Merger Control Regime

China passed legislation in March 2018 to create a new merger control agency, the State Administration for Market Regulation ("SAMR"). This authority will combine the three agencies that had previously enforced competition laws. SAMR is taking over the powers, specifically in relation to merger control, previously granted to MOFCOM, which is part of the Ministry of Commerce.

No significant change in merger policy is anticipated in the short term since the same MOFCOM officials will continue to oversee merger control within the SAMR. Long term, consolidation could lead to greater consistency in the application of competition laws and thus enhance legal certainty. Companies must now assume that documents submitted in merger proceedings could be shared with SAMR staff involved in nonmerger-related issues.

For more information, see Jones Day's June 2018 White Paper on the reform.

Colombia Increases Threshold for Merger Control Filings

The revenue threshold for mergers in Colombia has increased to approximately US$16 million due to an increase in the minimum salary. A merger control filing is required in Columbia where:

  • The parties are present in Colombia and the parties are dedicated to the same activities or participate in the same vertical value chain; and
  • The value of their combined Colombian assets or their combined Colombian revenues, including all other related companies within Colombia or abroad, exceeds by 60,000 times the monthly minimum wage in Colombia.

The minimum salary increased to CO$781,242 in 2018. Thus, the second threshold has increased accordingly to approximately US$16 million.

Germany and Austria's Competition Agencies Publish Guidance on Merger Control Thresholds

New merger control thresholds took effect in Germany and Austria in 2017. The new thresholds are based on the value of the transaction. (For more detail see our Global Merger Control Update from May 2017). The German Federal Cartel Office and the Austrian Federal Competition Authority published a guidance paper in May 2018 since assessing the value of a transaction can be difficult. The guidance paper clarifies that the value of a transaction comprises assets, monetary benefits, assumption of liabilities, and any future or variable components of the transaction (such as stock or cash funds in foreign currencies).

Italy Makes Annual Adjustment to Turnover Thresholds

The Italian Competition Authority ("ICA") annually amends the turnover thresholds for the notification of transaction based on the gross national product price deflator index.

Italy's recently revised thresholds, set out below, provide that transactions are reportable to the ICA if:

  • The combined Italian turnover of all the undertakings concerned exceeds €495 million (approx. US$559 million); and
  • The individual Italian turnover of each of at least two undertakings involved in the transaction exceeds €30 million (approx. US$33.8 million).

The slight increase in the first set of thresholds, which relate to the combined Italian turnover of the undertakings concerned, is not likely to decrease the number of notifiable transactions in Italy. Under Italy's rules, the updated merger control thresholds are already applicable to deals signed under the old thresholds, but will be closed under the updated thresholds.

These revised thresholds entered into force on March 12, 2018.

Lithuania Increases Merger Notification Thresholds

The Lithuanian Competition Council revised its merger control regime, increasing the merger notification thresholds as follows:

  • The parties' combined turnover exceeds €20 million (approx. US$24.6 million), which is an increase from €14.5 million (approx. US$17.9 million); and
  • The turnover of each of at least two parties exceeds €2 million (approx. US$2.5 million), which is an increase from €1.45 million (approx. US$1.8 million).

The amended merger control regime came into force on January 1, 2018.

Philippines Adjusts Notifications Thresholds

The Philippine Competition Commission ("PCC") adjusted the notification thresholds in March 2018. The new thresholds are as follows:

  • Sales in, into, or from the Philippines, or the value of local assets of at least one party (buyer or target, including their group) exceed ₱5 billion (approx. US$95.7 million); and
  • The value of the transaction exceeds ₱2 billion (approx. US$38.3 million).

Under the old regime, the two thresholds were each ₱1 billion.

The new threshold came into force on March 20, 2018.

The PCC also established an annual automatic adjustment of the threshold, beginning on March 1, 2019, based on the official estimate of the nominal GDP growth of the previous calendar year rounded up to the nearest hundred million.

Swedish Competition Authority Authorized to Reject Transactions in Merger Control Cases

The Swedish Competition Authority is authorized, as of January 1, 2018, to issue decisions to approve or reject a transaction in merger control cases. Previously, the Competition Authority was required to request the Patent and Market Court block a notified transaction, and only the court could prohibit a transaction or order divestitures.

Ukraine Adopts Law Linking Merger Reviews to Sanctions List

The Ukrainian Parliament adopted a law in December 2017 that allows the Antimonopoly Committee of Ukraine ("AMC") to deny merger clearance of transactions involving undertakings appearing on the Ukrainian sanctions list. Under this amendment, notifiable transactions should not be cleared if special economic and other restrictive measures (sanctions) apply to the merging parties or persons exercising control over them.

Therefore, the AMC can reject merger control filings, or close Phase II reviews without issuing a decision if the transaction in question involves any party on the sanctions list. If a clearance is granted without taking into consideration relevant sanctions, the merger clearance decision may be reviewed and invalidated within five years following its adoption.

United Kingdom Lowers Jurisdictional Thresholds for Mergers in Select Sectors

Under a new law, as of June 11, 2018, lower jurisdictional thresholds apply to mergers involving businesses engaged in the following sectors:

  • The development or production of items for military or dual military and civilian use;
  • Owning, creating, or supplying intellectual property for computing processing chips; or
  • The development and production of quantum technology ("Relevant Enterprises").
  • The lower jurisdictional thresholds for deals involving Relevant Enterprises are as follows:
  • The turnover test is lowered from £70 million to just £1 million; and
  • The share of supply test will apply even if only the target has a 25 percent or more share of supply—there will no longer be any need for both parties to supply the same category of goods or services.

For more information, see our June 2018 Commentary on the changes to the merger control regime for foreign takeovers.

United States Adjusts HSR Thresholds

The United States adjusted the Hart-Scott-Rodino ("HSR") Act thresholds in February 2018. These thresholds are adjusted each year by the Federal Trade Commission based on the change in the gross national product. The adjusted HSR jurisdiction thresholds concern both the "size-of-transaction" threshold and the "size-of-person" threshold.

A transaction now meets the size-of-transaction threshold if the acquirer will hold, as a result of the transaction, voting securities, non-corporate interests, as well as assets of the acquired person valued in excess of $84.4 million. This represents a 4.5 percent increase from the 2017 threshold of $80.8 million with the following consequences:

  • Transactions valued at less than $84.4 million are not reportable.
  • Transactions valued at more than $84.4 million but not more than $337.6 million are reportable only if also satisfying the size-of-person threshold.
  • Transactions valued at more than $337.6 million are reportable, regardless of the parties' size (unless an exemption applies).

A transaction meets the size-of-person threshold if either the acquired or acquiring person has annual net sales or total assets of at least $168.8 million and the other party to the transaction has at least $16.9 million in annual net sales or total assets.

The 2018 adjustments to the HSR Act thresholds took effect on February 28, 2018.


Indonesia Temporarily Suspends Merger Reviews; Proposes Mandatory Prenotification Merger Regime

The Indonesian Commission for the Supervision of Business Competition suspended all merger reviews, its involvement in antitrust litigation and appeals before courts as well as all other legal activities involving its commissioners between February 27, 2018, and March 1, 2018. While the suspension was only temporary, the potential for shutdown in the future remains.

In addition, an amendment to the country's competition law that will introduce a mandatory prenotification merger regime is expected to be implemented later in 2018.


Israeli Antitrust Authority Publishes Draft Amendment to Reform Merger Control

The Israeli Antitrust Authority published a draft amendment to reform the law on merger control in October 2017. It passed the first stage of the approval process in February 2018.

This amendment seeks to abolish the nexus requirement for foreign companies so that it will no longer be necessary for a company to hold a significant shareholding in a local entity, to have a place of business in Israel, or to have the ability to influence a local representative's commercial decisions. Moreover, the draft law proposes to increase the turnover thresholds and increase the authority's powers to extend the merger review period from 30 to 150 days.

Peru's Legislature Contemplates Expanding Merger Control Regime

The legislature in Peru is considering a bill to introduce a mandatory merger control regime. Currently, merger control only applies to the electricity market.

United Arab Emirates

The United Arab Emirates Competition Committee held its first meeting of the year in March 2018, which focused on developing guidelines and standards in the field of merger control. A merger regime has existed since 2016, whereby a merger must be notified if the combined market shares of the parties exceed 40 percent. However, thus far, no enforcement has occurred, and there is no public record of any merger control notifications.

Bernhard Hofer, an associate in our Brussels Office, assisted with the preparation of this Update.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Matt Evans
Similar Articles
Relevancy Powered by MondaqAI
Kramer Levin Naftalis & Frankel LLP
In association with
Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Kramer Levin Naftalis & Frankel LLP
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions