Answer ... Parties must keep in mind the following points when assessing the merger filing requirements in India to ensure hassle-free merger clearance:

• As an additional transaction value-based jurisdictional threshold has been introduced (see question 2.6), which may come into effect at any time during the coming weeks or months, whether the merger notification requirement is triggered must be assessed with caution and in consultation with antitrust experts.
• Early engagement with an antitrust team during the stage of planning and drafting the transaction documents is essential, to avoid potential delays in closing and gun jumping issues.
• Closing timelines should be carefully planned, taking into account issues such as:
• • the complexities of the transaction; and
  • potential follow-up requests from the Competition Commission of India (CCI) which could stop the clock.
• The 2023 amendment act (see question 8.1) has reduced the timeline for approval from:
• • 30 working days to 30 calendar days for prima facie (Phase I) approval; and
  • 210 calendar days to 150 calendar days for matters which requires an in-depth investigation (Phase II).
• Although the aim is to enhance deal certainty and expedite the approval process, this is in fact likely to prolong the timelines and increase uncertainty. Given the truncated timelines, it is probable that overburdened case officers will issue more requests for information from parties to ‘stop the clock’. This will add to the burden of the parties and may also result in the invalidation of some filings in situations where the parties need more time to respond to requests for information or in complex fact scenarios. The amended timelines are not in force as of the time of writing.
• Engage in the CCI’s informal consultation process before filing notifications, as this gives case officers additional time to examine submissions before the statutory timeline begins. Organising state-of-play meetings with the CCI may also help to avoid invalidation of the form (ie, a ‘pull and refile’ situation).
• Plan for well-thought-out long-stop dates and antitrust risk shifting and standard of efforts clauses, taking into account the potential delays in obtaining regulatory merger control approvals in India.
• Ensure that the merger notification is comprehensive, to avoid follow-up questions from the CCI and thus extended review timelines.
• Identify in advance potential remedies that can be offered to the CCI in case of complex transactions.
• In the coming years, expect the CCI to intervene more aggressively, apply novel theories of harm and conduct relatively more robust, detailed and sceptical scrutiny of transactions – particularly those relating to innovation and data-driven sectors involving network effects, such as e-commerce, platforms, fintech, paytech and pharmaceuticals.

Co-Authored by Svyambhuv Talwar