The legal framework governing mergers and acquisitions in India has evolved substantially over the past decade, culminating in a modern, sophisticated regime under the oversight of the Competition Commission of India (CCI). With the Competition (Amendment) Act, 2023 (2023 Amendment) coming into full force, and the latest regulatory changes taking effect in 2024–2025, the Indian merger control landscape has become more nuanced, efficient, and aligned with global best practices. This essay explores the key aspects of the merger control regime in India as of June 2025, analyzing statutory frameworks, procedural developments, and strategic implications for enterprises and counsel.
At the heart of Indian merger control are Sections 5 and 6 of the Competition Act, 2002 (Competition Act). Section 5 of the Competition Act defines combinations through thresholds based on the value of assets and turnover of the parties involved. These include mergers, acquisitions of shares or control, and amalgamations. Section 6 of the Competition Act mandates that any such combination that crosses the prescribed thresholds and is likely to cause an appreciable adverse effect on competition (AAEC) must be notified to the CCI and cannot be given effect until approved.
A major milestone in 2025 has been the operationalization of the "Deal Value Threshold" (DVT), which supplements the existing asset and turnover thresholds. Under the DVT, transactions exceeding INR 2,000 crore (approx USD 450 million) in deal value and involving a target with substantial business operations in India must be notified, regardless of the target's turnover or assets. This reform aims to address digital and data-driven acquisitions commonly referred to as "killer acquisitions" that were previously escaping regulatory scrutiny despite posing potential competition concerns.
Another crucial development has been the expansion and clarification of the concept of "control." Indian merger control law now recognizes not just positive control, such as majority shareholding or board control, but also negative control, such as veto rights on strategic commercial decisions. Even acquisitions of minority stakes can trigger notification requirements if they confer such control. This has critical implications for private equity investments, joint ventures, and strategic collaborations.
Efficiency in merger reviews has also improved, with the adoption of new timelines introduced by the 2023 Amendment. The initial assessment phase known as Phase I is now capped at 30 calendar days, down from the earlier 30 working days. If the CCI requires further investigation, the extended review (Phase II) must be completed within 150 calendar days. The new stop-clock mechanism allows the CCI to pause the clock if parties fail to respond to information requests or when remedies are under discussion. These reforms aim to enhance regulatory predictability and streamline the transaction timeline.
For combinations with no horizontal, vertical, or complementary overlaps, the Green Channel route offers a fast-track solution. Such filings are deemed approved upon submission, provided the parties certify that there are no competitive overlaps. While this is a valuable mechanism for non-problematic deals, parties must exercise caution any false declaration can lead to revocation of approval and financial penalties.
Another critical compliance requirement is the suspensory obligation under Section 6(2A) of the Competition Act, which prohibits "gun-jumping." This refers to premature implementation of a notifiable combination before CCI approval. Common violations include pre-closing integration, joint marketing, exchange of sensitive information, or exercising control rights such as appointing board members. Gun-jumping can attract penalties on the notifying party (acquirer in case of acquisition and parties to a merger / amalgamation) of up to 1% of total assets and turnover or the value of the transaction (whichever is higher). Companies must, therefore, clearly delineate pre-closing and post-closing conduct and implement clean team arrangements to mitigate risk.
Procedurally, parties must file their notification using either Form I (short form) or Form II (long form), depending on the nature and complexity of the transaction. In high-stakes or multi-jurisdictional transactions, parties often engage in pre-filing consultations with the CCI to clarify jurisdictional issues, overlaps, and filing strategy. These consultations, although non-binding, are invaluable for de-risking the approval process.
Not all combinations require notification to the CCI. Certain combinations are exempt from merger notification requirements under the Competition (Criteria for Exemption of Combinations) Rules, 2024 including minority acquisitions below specified thresholds, intra-group restructurings, and asset or bonus share acquisitions where these occur in specific circumstances that do not result in control, competitive overlaps, or access to sensitive information.
Where the CCI identifies concerns of AAEC, it may approve the transaction with modifications. These could be structural such as divestiture of overlapping business lines or behavioral such as ring-fencing, non-discrimination undertakings, or pricing remedies. Increasingly, the CCI is emphasizing clear, enforceable, and time-bound remedies, often following public consultation and market testing of proposed modifications.
The CCI's jurisdiction extends beyond domestic deals to global mergers with Indian nexus, under its extraterritorial powers in Section 32 of the Competition Act. Accordingly, cross-border transactions must be analyzed for Indian thresholds, even when no Indian entity is directly involved. Counsel must coordinate global merger filings with Indian timelines and strategy to avoid regulatory bottlenecks.
Recent enforcement actions further highlight the growing sophistication of Indian merger control. In the Amazon–Future–Reliance case, the CCI penalized Amazon for suppression of material facts in its notification. The message is clear: candor, full disclosure, and consistency are not optional. In tech deals, the CCI is increasingly examining ecosystem effects, data consolidation, and barriers to entry, reflecting a deeper understanding of digital market dynamics.
For companies contemplating M&A activity in India, robust competition assessment at the term sheet stage is now indispensable. Legal teams must conduct overlap analysis, identify control implications, assess filing triggers, and plan timelines accordingly. Transaction documents should include CCI-related conditions precedent, long-stop dates, and allocation of regulatory risk.
In conclusion, merger control in India has matured into a well-rounded, economically grounded, and strategically relevant area of law. With the introduction of the Deal Value Threshold, revised timelines, expanded definitions of control, and more aggressive enforcement, the need for early legal intervention has never been more critical. Enterprises must view merger control not as a procedural hurdle but as a vital element of transaction planning. Sound compliance can mean the difference between smooth closure and regulatory delay or even prohibition.
As India continues to attract global investment and as consolidation intensifies in sectors like digital, pharma, infrastructure, and finance, the merger control regime will play an increasingly pivotal role in shaping market outcomes. Legal advisors and in-house counsel must stay abreast of ongoing developments and continuously refine their strategies to navigate this evolving landscape with agility and foresight.
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.
