ABSTRACT This study addresses two key questions: whether state-controlled acquirers receive preferential treatment from the competition authority in China’s merger control, and whether such treatment can be justified. By conducting a full-sample analysis of all merger control cases of listed companies in China from 2017 to 2022, the study finds that, compared with privately-controlled acquirers, state-controlled acquirers are indeed favoured in the merger control process. Although this preferential treatment aligns with China’s industrial policies of ‘promoting takeovers of SOEs’, it is not necessarily reasonable. The analysis shows that the economic efficiency of takeovers initiated by state-controlled acquirers was lower than that of takeovers initiated by privately-controlled acquirers. Given that improving efficiency is the fundamental goal of these industrial policies and is one of the core legislative purposes of the anti-monopoly law and takeover law, the findings suggest that the preferential treatment may not have achieved its intended objectives. In other words, neither equality nor efficiency was realized, which suggests that the differential treatment in merger control may not be justified. Using evidence from China, this study offers insights for China’s future reform of SOEs.

The Netherlands · Merger Control and Investment Screening Developments

As the regulatory landscape in Europe continues to shift, competition authorities in the EU and UK are re-examining the role of efficiency and innovation in merger control. The European Commission and Competition and Markets Authority are under growing pressure to find the right balance between preventing mergers that could harm competition, while also recognizing that some deals may deliver long-term benefits for consumers by driving innovation and improving efficiency.

This article examines the interaction between competition law and the social economy, two essential pillars in shaping the contemporary economic system. Based on an analysis of European, Spanish, and international legal frameworks, it explores the points of convergence and tensions between safeguarding free competition and promoting social and sustainable objectives. The study identifies legal instruments that enable compatibility, such as exemptions, social clauses in public procurement, state aid, and platform regulation. It also proposes reforms aimed at incorporating ESG metrics into merger control, clarifying the scope of social clauses, and creating a European governance framework for the social economy. The paper concludes that integration between competition and social economy should be structural rather than exceptional and outlines future research lines on empirical impact, international comparison, and digital regulation.

This paper analyses the evolving use of Art. 22 EU Merger Regulation (EUMR) and national call-in powers as mechanisms for capturing below-threshold killer acquisitions. In September 2024, the Court of Justice (Court) delivered its ruling in Illumina/Grail, rejecting the expansionist interpretation of Art. 22 EUMR by the European Commission (EC), which extended its jurisdiction by allowing Member States to refer transactions that did not meet any national thresholds. Despite this clear judicial guidance, the EC appears to interpret the judgment less restrictively, accepting referrals based on national competition authorities’ call-in powers. The paper argues that the EC effectively sidesteps the Court’s judgment and undermines legal certainty. Whether this approach is in line with the ruling of the Court remains to be seen; the General Court will provide an answer in Nvidia/Run:ai.For the time being, it is necessary to assess whether call-in powers are an appropriate tool. The paper holds that while they may address the regulatory gap, they are largely non-selective, fragmentary, unpredictable and disproportionate. However, this fragmentation presents a regulatory opportunity: the call-in model may be designed in a way that upholds the underlying principles of merger control. The paper concludes with policy recommendations, advocating for a selective, transparent and objective approach that preserves legal certainty – supported by soft law and the use of comfort letters.

Ireland is an increasingly interesting and prominent jurisdiction in merger control, both from a European and international perspective. Due to the level of multinational corporate investment into the country (particularly in digital and pharmaceutical industries), Ireland has a somewhat disproportionate level of importance when compared to other jurisdictions of a similar size in the EU. In addition, the Irish competition authority, the Competition and Consumer Protection Commission (‘CCPC’), has recently been granted several additional powers when reviewing mergers. Further, it appears to be adopting a more aggressive and interventionist stance, for example, by taking the previously unusual step of prohibiting a number of transactions and requiring extensive remedies across several cases. Alongside the changes in Irish merger control, the EU Commission is faced with the resurrected challenge of below-threshold mergers as a result of the Court of Justice of the EU’s (‘CJEU’) judgment in Illumina v. Commission. This decision has scuppered its ability to rely on Article 22 of the EU Merger Regulation (‘EUMR’) to access problematic acquisitions in digital and pharmaceutical markets. As a result, there is a strong possibility that national competition authorities (‘NCAs’) with the ability to ‘call-in’ transactions that fall outside the EU’s notification thresholds may be required to do so to plug this gap that has re-emerged in European merger control. In this context, with Ireland positioned as an extremely important corporate hub and the CCPC likely to be faced with an expanding mandate over the coming years, this article offers a timely review of the Irish authority’s activities over the past five years as a means of synthesizing trends that can be observed (as well as potential future developments). It does so by tracing through the assessments of mergers systematically over this period (2020–24) from their initiation by way of notification to the CCPC, all the way through to determinations, remedies, and prohibitions. By taking this approach, the article extracts information and points of interest from the various stages as a means of shaping merger parties’ expectations of the process, as well as providing key advice for other NCAs in the EU.

We identified 8 merger cases with remedies in China for a period from the time when the Anti-monopoly Law was enacted in 2008–2018, and about 150 other merger cases corresponding to these 8 cases in their respective industries but approved without remedies. We then use the latter data to construct a counterfactual for the former to compare the factually observed level of competition after the merger decision with that derived from the counterfactual, based on a method called the synthetic control method (SCM). The exercise allows us to assess the remedies’ effectiveness. We find that overall the remedies are effective, but the structural remedies’ effect tends to be more abrupt and pronounced than behavioral remedies.

Abstract This article examines the influential yet discretionary role of administrative agencies in merger control within the Gulf Cooperation Council ( GCC ) countries. These agencies recognize the potential effects of mergers on market structure and employ their discretionary powers to strike a balance in enforcement decisions. This task is particularly challenging in jurisdictions with emerging administrative agencies, such as those in the GCC , where economic priorities, informal economies, and limited awareness and advocacy shape decision-making. As companies merge, the markets they operate in undergo significant changes. Mergers may increase concentration, distort competition, and create barriers to entry; yet, they can also generate efficiencies, reduce costs, and enhance resource utilization. Against this backdrop, it becomes crucial to analyse the discretionary powers of administrative agencies in merger control. This research addresses that need, filling an important gap in the existing scholarly literature on the region.

There have been significant recent policy and case law developments relating to the application of competition law to mergers and acquisitions in New Zealand.This article is in two parts. The first addresses the current policy review into both procedural and substantive issues under pt 3 of the Commerce Act 1986. This policy review follows upon the detailed review of merger controls in Australia, which was completed at the end of 2024. The key process issue under the current review relates to the pre-notification of mergers to the Commerce Commission. It is argued that the current voluntary notification regime should be retained in New Zealand, despite the recent introduction of a mandatory notification regime in Australia. This article also traces the substantive changes which are open for consultation, the most significant being the extension of the substantial lessening of competition test to capture incremental increases in market power.The second part of this article provides critiques of two recent merger decisions of the Commerce Commission, namely the Serato and Foodstuffs decisions. This critique includes discussion of the Commerce Commission's approach to the assessment of mergers where there may be different competition effects over several markets. It is argued that the correct approach under s 47 of the Commerce Act in this setting is to apply a net competition test under which both the pro- and anti-competitive effects must be balanced.

20 Years of Merger Control in Brazil: What do the Big Numbers Tell us?

The innovation theory of harm in merger control: Some clarifications

Integrating innovation concepts into the merger control context

ABSTRACTI study a dynamic game of innovation and takeover between an incumbent and a potential entrant where the entrant knows whether it has the resources to complete a project and compete, but the incumbent does not and can wait to learn about it. Under the assumption that the entrant lacks bargaining power, the equilibrium is inefficient. Killer acquisitions, by which the incumbent takes over and then drops the innovation, occur early and attract the resource‐constrained entrant. Continuation acquisitions happen later and always keep the constrained entrant out, blocking socially desirable innovations. To stop killer acquisitions, merger policies require a cap on takeover bids. To encourage continuation acquisitions, they require both a cap and a possibly time‐dependent floor. Policies that apply both before and after innovation achieve the optimum with complete information. Those applying only before cause delays, waste entry costs, and may even be unfeasible. The results call for stricter merger control, such as stronger notification rules and unified theories of harms that treat takeovers of nascent and established competitors in the same way.

Merger control is a fundamental component of competition law, ensuring market fairness by preventing anti-competitive mergers and monopolistic dominance. It is an important factor for business development, optimization, and transformation. But if left unchecked, it can also decrease competition by blending market strength, reducing consumer choice, and probably allowing anti-competitive behaviors. This article critically examines the effectiveness of Pakistan’s Competition Act, 2010 in regulating mergers, assessing its legal framework, enforcement challenges, and impact on competition. The study proposes policy recommendations to strengthen Pakistan’s merger regulation, enhance CCP’s enforcement mechanisms, and align with international best practices.

This paper contains a comparative analysis of five jurisdictions that implemented merger remedies in the Korean Air-Asiana Airlines merger case. It also examines how the European Union (EU) and United States of America (US) air transport competition and antitrust regulations, including rules on merger control, have been transplanted and applied by other jurisdictions. Currently, the international air transport industry lacks a foundation for regulatory convergence in these areas, which are, or should be, subject to the relevant theories and methods in order to achieve a more harmonized approach. In that context, the present paper specifically identifies relevant market definitions, market power assessments, and merger remedies in each of the five jurisdictions. It is concluded that the traditional divergent approaches are in urgent need of a common stance on the aforementioned, and other definitions and concepts.

ABSTRACT Margrethe Vestager ended her second term as European Commissioner for Competition in November 2024. During her tenure, 237 DG Comp decisions were reviewed by the Court of Justice of the European Union (CJEU). This study offers the first empirical account of her judicial track record. We find that 27.47% of DG Comp decisions have been at least partially overturned under her leadership, with more cases pending. In antitrust, the Commission lost 24.39% of decisions challenged in court. However, Article 102 decisions fared well: none initiated by Vestager was overruled. In merger control, only two out of seven contested decisions were overturned – just 0.05% of merger decisions issued. And in state aid, most losses stemmed from substantive rather than procedural issues. These findings reveal the legal resilience and limits of Vestager’s enforcement agenda, offering new insights into how the CJEU shaped EU competition law during her mandates.

Potential competition theory is widely used all over the world. Notably, it plays a crucial role in merger regulation. In Vietnam, competition law is gradually moving towards an effects-based approach. However, this approach is applied inconsistently, with the law sometimes providing only minimal guidance or even staying silent altogether. It therefore remains a topical issue, leading to an ineffective mechanism to effectively catch mergers that could possibly impact competition. This article begins with a review of the potential competition theory, before examining merger control in other jurisdictions, particularly US antitrust law and enforcement, from which the potential competition theory supposedly stems and where it is effectively applied. The article then highlights certain aspects that Vietnam should explore in order to address existing problems and, more importantly, to implement a functional regime to mitigate the harmful effects of mergers. These recommendations include factors and proven methods applied to enhance the analytical framework for merger assessment.

The introduction of merger control provisions through the proposed amendment to Malaysia’s Competition Act 2010 (Act 712) represents a pivotal development in the country’s competition law framework. Merger control is a fundamental component of competition regulation globally, ensuring that business consolidations do not create monopolistic structures that harm market competition and consumer welfare. Many jurisdictions, including those in Southeast Asia, have long implemented such measures, and Malaysia’s adoption of merger review aligns it with international best practices. However, implementing this amendment raises critical concerns regarding jurisdictional overlaps between the Malaysian Competition Commission (MyCC) and the Securities Commission (SC). Both regulatory bodies have oversight responsibilities that may intersect, leading to potential enforcement inefficiencies, procedural delays, and disruptions to merger transactions. Without clear coordination mechanisms, businesses may face regulatory uncertainty, hindering investment and economic growth. This study examines the potential jurisdictional challenges and explores how effective inter-agency collaboration can be achieved. Employing a mixed-method approach that integrates doctrinal legal analysis with comparative insights from India and Singapore, this paper identifies three key issues: differences in legal definitions, information asymmetry, and conflicting timelines. Based on these findings, the study proposes institutional coordination mechanisms and the harmonisation of procedural timelines to enhance inter-agency collaboration. These recommendations aim to promote regulatory clarity, minimise enforcement conflicts, and foster a competitive yet business-friendly economic environment, ultimately strengthening Malaysia’s competition law enforcement and economic governance.

The Court of Justice of the European Union's decision in Illumina/Grail limits the European Commission's power to accept non-notifiable transactions from the EU Member States. The decision also offers an insightful multi-pronged literal, historical, contextual and teleological interpretation of Article 22 of the EU Merger Control Regulation 139/2004. This article maps the Court’s decision in light of the Draghi recommendation to ‘revamping’ competition for more streamlined and effective enforcement. Following a thorough analysis of the decision, it decodes the dispersed legislative instruments, which can potentially capture innovation-driven acquisitions, that may otherwise escape scrutiny under the traditional turnover-based merger control framework. To offer a complete view, the discussion also refers to ex-post developments, including but not limited to the Illumina/Grail -related developments as well as the Commission's unconditional clearance of Nvidia/Run:ai, a prominent innovation-driven merger in the generative AI-sector.

This paper presents a comparative analysis of merger control regimes in India and Australia, focusing on jurisdictional thresholds, substantive assessment standards, and procedural developments. It contrasts India’s mandatory, suspensory model under the Competition Act, 2002, with Australia’s voluntary, non-suspensory approach governed by Section 50 of the Competition and Consumer Act, 2010. The study critically examines the “Appreciable Adverse Effect on Competition” (AAEC) test applied in India and the “Substantial Lessening of Competition” (SLC) test used in Australia, alongside innovations like India’s Green Channel and Australia’s pre-assessment tools. By analyzing enforcement trends and digital economy challenges, the research highlights the strengths and limitations of both systems and advocates for greater procedural alignment and regulatory cooperation in an increasingly globalized merger landscape.