Merger Control: Overview

It has been another year of brisk business for merger control authorities in the Asia-Pacific region. Generally speaking, these

regulators have continued on a path toward convergent practices and standards, and toward greater transparency and efficiency. With the arrival of new merger control regimes, companies active in the Asia-Pacific region can continue to expect close - and increasingly coordinated - scrutiny.

This article briefly highlights key merger control developments in Asia-Pacific jurisdictions in 2011. The number of applications for informal clearance in Australia declined for the second year in a row, although the Metcash litigation ensured that the agency had plenty to do. China continued to develop and refine its approach to merger enforcement, imposing conditions on mergers of foreign companies, issuing regulations and guidelines on cross-border transactions and entering into a cooperative agreement with United States antitrust enforcers. India and Indonesia both recently empowered their competition authorities to regulate mergers by implementing the existing merger control provisions in their competition laws. Merger regulators in Japan, Korea and Singapore remained busy with domestic and international transactions, while New Zealand’s Competition Commission reviewed two challenging applications for authorisation, granting both after careful analysis.

Australia

The Australian Competition and Consumer Commission (ACCC) has enforced the Competition and Consumer Act 2010 (CCA) - formerly the Trade Practices Act 1974 - and state and territory competition laws since its creation in 1995.¹

The ACCC offers both formal and informal clearance procedures.² To date, the ACCC has still not received an application for formal clearance,³ although it regularly considers informal applications.⁴ There were 86 applications for informal clearance processed in 2011,⁵ while 21 applications for informal clearance remained pending as of early January 2012.⁶ This workload fell short of the 118 applications processed in 2010.⁷ In its annual report, the ACCC reported that it continues to coordinate its merger review with regulatory agencies of other countries, and notes that it completes 84 per cent of reviews of proposed acquisitions in eight weeks or less.⁸

On 28 August 2011, the ACCC’s new chairman, Rod Sims, gave his first major address on the direction of the agency.⁹ Regarding merger control, Sims emphasised that the ACCC will prefer structural remedies over behavioural remedies, will pay attention to acquisitions of minority stakes that raise competition issues, will increase its scrutiny of mergers in local markets, and will be ready to engage in litigation in appropriate cases.

Events of the past year have reminded observers that the ACCC is not the only Australian institution concerned with merger clearance. In particular, an ACCC decision to prohibit an acquisition was reversed by the Australian courts (Metcash/Interfrank) and a merger cleared by the ACCC was blocked by the Treasurer of Australia following advice from the Foreign Investment Review Board (FIRB) (Singapore Exchange/ASX).¹⁰ In addition, the Australian Competition Tribunal (ACT) remains empowered to grant ‘authorisations’ (namely, permission to consummate potentially anti-competitive mergers) based on public interest grounds.¹¹ To date, however, the ACT has never considered an authorisation application.¹²

Enforcement activity

On 25 August 2011, Justice Emmett of the Federal Court of Australia dismissed the ACCC’s application to prevent Metcash Trading Limited from acquiring Interfrank Group Holdings Pty Ltd, a merger that the agency had moved to block in 2010.¹³ The ACCC took the view that the combination of Metcash, Australia’s largest distributor to independent grocery stores, and Interfrank, an 88-store supermarket chain in Australia with its own distribution network, would harm competition in a wholesale market for groceries. In ruling against the ACCC, the trial judge rejected the ACCC’s proposed market definition of ‘wholesale packaged groceries’, commenting on the ‘highly relevant’ retail competition between the independent grocery stores supplied by Metcash and supermarkets operated by the major supermarket chains.

The ACCC appealed the trial judge’s decision, and on 24 October 2011, the Full Federal Court heard arguments from both parties.¹⁴ But the ACCC was again unsuccessful: on 30 November 2011, the Full Federal Court dismissed the appeal, and the ACCC announced shortly thereafter that it would not seek special leave to appeal the decision further. Meanwhile, the acquisition had been consummated, as the ACCC’s motion to enjoin the merger pending the appeal was also denied.

In another high-profile case this year, a merger cleared by the ACCC was blocked by Australia’s deputy prime minister and treasurer, Wayne Swan. On 15 December 2010, the ACCC cleared a merger between the stock exchanges of Singapore and Australia after concluding that the two exchanges did not compete as providers of trading, clearing or settlement services, and that they competed as providers of listing services to only a limited extent.¹⁵ But competition analysis is not always the only hurdle for a proposed acquisition: on 8 April 2011, the deputy prime minister, after consulting with Australia’s Foreign Investment Review Board, decided the merger would not be in the national interest and, therefore, would not be permitted.¹⁶ His decision was grounded in concerns that the proposed acquisition would undermine Australia’s ability to maintain a strong and stable financial system, and to stand as a global financial services centre in Asia.

On 22 July 2011, the ACCC offered a preliminary view that Foxtel’s planned A$2.7 billion acquisition of Austar United Communications Ltd would diminish competition in several markets. The markets of concern include: the national market for the supply of subscription television services; the national market for the acquisition of audio-visual content; and a number of markets for the supply of telecommunications products.¹⁷ Foxtel, Australia’s largest subscription television provider, has ‘over 1.63 million subscribing households in metropolitan Australia and around six million viewers on cable and satellite through retail and wholesale distribution of its services’.¹⁸ Austar has over 760,000 subscribers and a coverage area of approximately 2.4 million homes in regional and rural Australia.¹⁹

The ACCC planned to announce its findings on 30 November 2011²⁰ but this deadline has recently been extended to allow the regulator and parties to continue their discussions.²¹ In the interim, Australia’s treasurer has approved the deal, although this does not prejudice the ACCC’s competitive analysis.²²

Guidelines for excluding information from the public register

In addition to its adjudicative workload, the ACCC has continued to offer guidance on its practices and procedures. On 5 May 2011, the agency published guidelines for excluding information from its authorisation and notification registers.²³ The CCA provides that the ACCC is required to exclude certain business information from the registers (including, for example, trade secrets). But the new guidelines provide more detail to parties wishing to withhold such information from the public record, and outline the ACCC’s criteria for assessing these requests.

Competition and consumer legislation amendment bill 2011

On 6 December 2011, the Competition and Consumer Legislation Amendment Act 2011 received royal assent.²⁴ This statute, among other things, confirmed the ACCC’s ability to consider acquisitions in markets where ‘creeping acquisitions’ have been raised as a concern. The phrase refers to a series of small-scale acquisitions that, taken together, substantially lessen competition in a market over time, although none in isolation would violate the CCA. This legislation was, in significant part, a response to concerns about creeping acquisitions in the independent supermarket sector in Australia.²⁵

China

August 2011 marked the third anniversary of China’s Anti-Monopoly Law (AML). Observers continue to evaluate the approach to policymaking and enforcement taken by the Ministry of Commerce

(MOFCOM), the agency primarily responsible for regulating competition matters in China.²⁶ In its three years as China’s principal competition watchdog, MOFCOM has staked a position as an aggressive enforcer of the AML’s merger control provisions. While it blocked no mergers in 2011, MOFCOM issued two conditional clearances during the calendar year, up from one in 2010. It is interesting to note that in the first three years of the AML, MOFCOM did not block or impose conditions on a merger between two Chinese entities.²⁷

Enforcement activity

Between January and mid-December 2011, MOFCOM received 194 applications for merger clearance, an increase of around 43 per cent over last year.²⁸ The vast majority of these received an unconditional clearance, but two transactions received a conditional clearance.

On 3 June 2011, MOFCOM conditionally cleared a merger between Russian potash producers Uralkali OAO and OJSC Silvinit.²⁹ The regulator expressed concerns that the merger could lead to a monopoly in potash shipments entering China over land, and could therefore increase prices for Chinese consumers. To mitigate the adverse competitive consequences of the merger, MOFCOM attached behavioural conditions to the deal. Broadly speaking, it required an undertaking that the merged firm would continue to supply China and Chinese customers, and to deal with them in a fashion consistent with the merging firms’ existing practices.

On 31 October 2011, MOFCOM issued its second conditional clearance of the year, clearing Alpha Private Equity Fund V’s acquisition of Italian textile machinery company Savio Macchine Tessili SpA. The clearance was subject to the condition that the fund sold its 30 per cent stake in Switzerland-based Uster Technologies Co Ltd, Savio’s rival manufacturer, within six months.³⁰ Without the divestiture, MOFCOM explained, Alpha could coordinate the operations of Savio and Uster, the only two companies worldwide that make electronic yarn clearers for automatic winders. MOFCOM also concluded that barriers to enter this market are particularly high, as economies of scale make it difficult for new competitors to emerge.

Guidelines on the assessment of mergers

MOFCOM continues to promulgate regulations and guidance materials for the benefit of the foreign and domestic companies who must negotiate the merger review process in China. As part of this effort, on 29 August 2011, MOFCOM released interim provisions for the assessment of the competitive effects of mergers.³¹ Effective from 5 September 2011, these interim provisions provide some additional - though brief - discussion of MOFCOM’s substantive appraisal of mergers. They confirm the fundamental distinctions between types of merger (horizontal, vertical, and conglomerate) and competitive-effects theories (unilateral and coordinated), and describe certain factors that are material to the competitive appraisal of concentrations, but it is hard to gather specific insights from the document into MOFCOM’s practical approach to the analysis of mergers.

More recently, on 7 December 2011, MOFCOM’s 57th Executive Meeting saw the ‘pass[age] in principle’ of the ‘Interim Measures for Investigating and Punishing of Concentration of Undertakings Failing to File Notification.’³² These measures are a response to a perceived failure by many undertakings to notify MOFCOM of reportable transactions: details of the interim measures and their implementation will likely be revealed in 2012.

Regulations for national security merger reviews

On 25 August 2011, MOFCOM issued regulations for national security merger reviews, which took effect on 1 September 2011.³³ The regulations establish a high-level committee run by

MOFCOM and China’s National Development and Reform Commission (NDRC), whose role is to review mergers for national security concerns, specifically in the defence, agriculture and energy sectors. Merger reviews raising such issues will begin with MOFCOM and, if necessary, are referred to the high-level committee. The high-level committee has 30 working days to do an initial review of the transaction, and if necessary, another 60 days for further investigation. MOFCOM has emphasised that these regulations ‘[do] not mean a new threshold has been set up for acquisitions and mergers by foreign investors[...]’.³⁴

Memorandum of understanding with US enforcement agencies

On 27 July 2011, China’s competition agencies signed a memorandum of understanding with the United States’ antitrust enforcement agencies.³⁵ The memorandum sets out a long-term cooperation framework, pursuant to which the enforcement agencies will cooperate on competition law and policy, including exchanging information on policy and law developments, offering comments on pending legislation and exchanging views on a range of substantive issues of mutual interest.

India

The Competition Commission of India (CCI) expanded its authority over competition in India in 2011, gaining powers to review the competitive effects of proposed mergers and acquisitions. With 11 clearances to date and no prohibitions, it is hard to predict the direction of India’s merger control regime. But with a number of prompt, reasoned decisions already issued in an early burst of activity in 2011, the CCI appears committed to establishing itself as another important regime in the Asia-Pacific region.

New merger control regime On 30 May 2011, India’s central government issued a notice activating the merger provisions of India’s Competition Act,³⁶ effective

1 June 2011.³⁷ Around the same time, the CCI released India’s merger regulations, which empower the CCI to regulate mergers and acquisitions that cause or may cause ‘an appreciable adverse effect’ on competition.³⁸ While this phrase is not defined in the regulations, they do provide a list of combinations that do not tend to cause such effect and, therefore, will not ‘normally’ require any notice to be filed.³⁹ Among the combinations that generally will not trigger notification requirements are small investments (less than 15 per cent of the target’s voting shares) that do not confer control, acquisitions of subsidiaries by majority shareholders, and mergers between non-Indian companies with insignificant impacts on local markets.⁴⁰ If adopted, banking legislation currently before Parliament will ensure that banking mergers are also, in significant part, outside the scope of the new M&A rules.⁴¹

Reportable transactions that meet the notification thresholds must be reported to the CCI within 30 days and must not be implemented until they are approved. The notification requirements, initially promulgated under the Competition Act, were revised when the regulations took effect. In their current form, they are triggered if: both companies’ Indian assets exceed 14 billion rupees (approximately US$333 million); both companies’ global assets exceed 33 billion rupees (approximately US$750 million); the acquirer’s Indian assets exceed 59 billion rupees (approximately US$1.33 billion); or the acquirer’s global assets exceed 134 billion rupees (approximately US$3 billion).⁴²

The CCI may also review mergers and acquisitions that fall below these thresholds if they appear likely to have an appreciable adverse effect on competition.

Within 30 days of receiving notification of a merger, the CCI will issue an initial opinion about the merger’s competitive effect.⁴³ If the CCI determines that the merger requires further review, it will try to reach a decision within 180 days.⁴⁴ If the CCI decides that the combination causes or is likely to cause appreciable adverse effects on competition, the CCI may block the merger or impose conditions; it also must publish its decision.⁴⁵ If 210 days have passed since the notice was filed and the CCI has not issued a decision, the parties are free to merge.⁴⁶

The list of relevant factors considered by the CCI during its substantive appraisal of mergers holds no suprises. These factors include: the parties’ market shares, the availability of substitutes, existing actual and potential competition (including competition from imports), barriers to entry, market concentration, buyer and seller power, likelihood of increased prices, whether a particularly vigorous competitor will be eliminated, and any effects on innovation.⁴⁷ The CCI will also weigh the parties’ claimed benefits against the potential adverse effects on competition.⁴⁸

Enforcement activity

As noted above, by the close of 2011, eleven applications for merger clearance had been approved by the CCI, and none denied.⁴⁹ Two merger decisions, each involving prominent parties or transactions, illustrate the CCI’s initial enforcement approach.

On 28 July 2011, the CCI completed its first merger review, clearing the acquisition by Reliance Industries Limited (a provider of infrastructure services to the energy, textiles, retail and telecommunications industries) of controlling interests in two insurance joint ventures with French insurer AXA SA from Bharti Ventures Limited and its affiliates.⁵⁰ In clearing the acquisition, the CCI noted Reliance’s status as a relatively new entrant in the insurance brokering business, as well as the presence of several registered brokers in the insurance sector and regulatory restrictions that would provide an adequate safeguard against the risk of anticompetitive conduct. The CCI also did not identify any significant horizontal overlaps or vertical relationships between the merging entities. Though the regulations provide the CCI with 30 days after receiving notice to review the merger, the agency issued its decision less than two weeks after receiving the notification.

On 25 August 2011, the CCI cleared Walt Disney Company (Southeast Asia) Pte. Limited to acquire sole control of UTV Software Communications Limited, through a delisting of public shares followed by a purchase of the private shares held by Rohinton Screwvala, a well-known Indian film producer and the founder of UTV.⁵¹ Both companies are significant media and entertainment content providers, and both produce motion pictures, television and interactive media. Disney’s acquisition of sole control of UTV completes a series of purchases starting in 2008, when Disney increased its share of ownership of UTV from 15 to 30 per cent. In approving the acquisition, CCI noted that since India has the largest film industry in the world, a merger between two large media companies would not be likely to harm competition.

Pharmaceutical foreign direct investment oversight

On 11 October 2011, the CCI’s authority to examine acquisitions of Indian pharmaceutical companies by foreign investors was affirmed by the Indian government.⁵² India’s Health and Commerce Ministries had previous raised concerns that these acquisitions could hurt Indian consumers’ access to affordable medicines. In response to these concerns, the government established a committee to investigate and advise whether responsibility for reviewing these deals should vest with the CCI or India’s Foreign Investment Promotion Board. The government agreed with the committee’s recommendation that the CCI should retain oversight of pharmaceutical investment, subject to reinforced powers to ensure that the agency would balance the potentially conflicting interests of competition and foreign investment policies.

Indonesia

Indonesia’s Commission for the Supervision of Business Competition - officially known as Komisi Pengawa Persaingan Usaha (KPPU) - was established in 1999 to enforce the Indonesian Competition Law (ICL).⁵³ KPPU gained merger control powers in 2010, when the government issued regulations to implement the ICL merger provisions. KPPU’s merger review regulations require post-merger notifications for certain concentrative transactions and provide a voluntary pre-merger consultation process for parties that have not yet agreed to merge. Regulations mandating pre-merger notification may be forthcoming.

New merger control regime

KPPU’s merger control regulations were enacted on 20 July 2010.⁵⁴ Under article 5 of those regulations, merging parties must notify KPPU of mergers that meet the notification thresholds within 30 working days from the date on which the merger agreement is signed.⁵⁵ Notification requirements are triggered if: the total Indonesian assets of the merged entity that is not a bank exceed 2.5 trillion rupiahs; the total Indonesian assets of a merged bank exceed 20 trillion rupiahs; or the total sales (excluding exports) of the merged entity exceed 5 trillion rupiahs.⁵⁶

Following receipt of a notification, KPPU may request additional information and will issue a declaration of completeness when it believes it has complete information. Within 90 working days of this declaration, KPPU will issue a final decision.⁵⁷ Relevant factors in KPPU’s assessment of the merger include: market share (KPPU conducts an HHI test as an initial quantitative screen); possible anti-competitive effects; barriers to entry; efficiencies; and whether the ‘failing firm’ defence may be applicable.

Enforcement activity

KPPU has made a brisk start to its merger review practice. On 6 May 2011, KPPU issued an opinion clearing the acquisition of International Power PLC by GDF Suez SA through Electrabel SA.⁵⁸ KPPU concluded that the business activities of the parties’ subsidiaries operating in Indonesia were not in the same relevant market and cleared the acquisition.

Similarly, on 18 May 2011, KPPU cleared the acquisition by PT Bhakti Capital Indonesia Tbk of PT UOB Life Assurance Sun.⁵⁹ KPPU concluded in that case that there was no threat of monopolistic practices or unfair business competition because the parties did not compete in the same relevant market.

Japan

The Japan Fair Trade Commission (JFTC) is the agency primarily responsible for enforcing Japan’s competition laws, including the Antimonopoly Act (AMA), which was most recently revised in 2010.⁶⁰ JFTC enforcement activity in 2011 demonstrated a continued commitment to vigilant merger control in the global market and to a progressive, coherent competition policy.

Enforcement activity

On 30 June 2011, the JFTC announced that it would conduct a second review of the proposed high-profile merger between Nippon Steel Corporation and Sumitomo Metal Industries, Ltd.⁶¹ The two companies represent Japan’s largest and third-largest steel manufacturers and the combination contemplated the formation of the second-largest steel company in the world. The merged company would also control 40 per cent of Japan’s crude steel market, and almost 70 per cent of Japan’s steel sheet pile market. Takashi Yamamoto, JFTC’s secretary general, publicly stated that the parties’ domestic market shares might not be the commission’s sole consideration and that the decision could involve consideration of competitive effects in the global market. But on 14 December 2011 the JFTC cleared the transactions subject to divestitures in the domestic market for non-oriented electrical steel sheets and commitments in the market for high-pressure gas pipeline engineering.⁶²

On 5 July 2011, less than a week after announcing the secondary review of the Nippon-Sumitomo merger, the JFTC announced that it would also commence a secondary review of a proposed merger between Seagate Technology International and Western Digital Ireland, Ltd. The two companies compete in the manufacture and sale of hard disk drives (HDD). Citing the use of HDD in servers, PCs, televisions, gaming systems and other appliances, the JFTC solicited opinions from third parties about the impact of the merger on competition.⁶³ On 28 December 2011, after considering remedies proposed by the parties, this investigation, too, was closed.⁶⁴

Proposed Review of Business Combination Regulations (Investigation Procedures and Criteria)

On 14 June 2011, the JFTC announced a partial amendment of the ‘JFTC Rules Associated with Reviews of Business Combination Regulations.’⁶⁵ Effective from 1 July 2011, the amendments generally clarify and streamline the existing processes: the most notable change was the abolishment of the prior consultation process, which could take a great deal of time. Consultation with JFTC officials now begins upon receipt of the merger notification.

South Korea

The Korea Fair Trade Commission (KFTC) is the regulator with primary responsibility for the enforcement of Korea’s competition laws.⁶⁶ This year marked the 30th anniversary of the passage of Korea’s Monopoly Regulation and Fair Trade Act (MRFTA). In honour of this anniversary, the KFTC held a commemoration ceremony on 1 April 2011 and devoted a section of its 2011 annual report to a review of 30 years of competition enforcement in Korea.

Enforcement activity

In July 2011, the KFTC approved eBay’s plan to merge its Korean auction units, eBay Gmarket and eBay Auction.⁶⁷ Even though the companies were affiliated, the KFTC conducted a full review of the merger in response to objections from market participants about the units’ combined market share. The two firms control 70 per cent of online marketplace traffic. In its decision clearing the transaction, the KFTC pointed out that other competing online auction sites have recently entered the market and have successfully grown.

Guidelines on merger remedies

On 15 June 2011, the KFTC announced the approval of guidelines on merger remedies, which outline the criteria for analysing and imposing remedies on mergers that may harm competition.⁶⁸ Consistent with the approach taken by most other agencies around the world, the KFTC favours structural remedies over behavioural remedies, because structural remedies are less intrusive and do not require ongoing monitoring and supervision. The guidelines also raise the possibility that merged entities may be required to divest or license intellectual property rights when competitive concerns arise from overlap or concentration of intellectual property rights - a notoriously difficult problem for antitrust agencies.

New Zealand

The New Zealand Commerce Commission (NZCC) is primarily responsible for enforcing New Zealand’s competition laws. Under the Commerce Act 1986, the NZCC can grant ‘clearances’ and ‘authorisations’ of proposed mergers and acquisitions.⁶⁹ The NZCC received eight clearance applications in the calendar year 2011, six of which were cleared (two remain under consideration).⁷⁰ Also, in a significant development, the NZCC issued two authorisations in 2011, following an eight-and-a-half-year period in which no authorisation applications were received.⁷¹ These decisions may provide useful guidance to companies negotiating merger reviews in New Zealand and, also, in Australia, where an analogous process is available but has remained unused for many years.

Enforcement activity

On 10 June 2011, the NZCC issued an authorisation for the acquisition by Cavalier Wool Holdings Limited of New Zealand Wool Services International Limited.⁷² The parties sought authorisation instead of clearance because the combination would reduce the number of competitors in the wool scouring industry from two to one. In granting authorisation, the NZCC cited benefits from cost savings, the freeing up of industrial sites, and improvements to wool handling through rationalisation. Despite clearance from NZCC, the merger was delayed when one of Cavalier’s competitors appealed the NZCC’s decision to New Zealand’s High Court. The High Court dismissed the appeal on 23 November 2011.⁷³

On 28 July 2011, the NZCC authorised a joint application from Southern Cross Health Trust and Aorangi Hospital Limited to merge their respective Palmerston North private hospitals.⁷⁴ Despite finding that the merger would reduce competition for private elective surgical services in the MidCentral District Health Board region, the NZCC determined that the cost savings from rationalisation would outweigh the potential harm to competition and that patients would be protected from price increases either by arrangements between insurance companies and the hospital or by funding from the Accident Compensation Corporation. The NZCC had previously rejected the parties’ first application to merge in 2008.⁷⁵

Singapore

The Competition Commission of Singapore (CCS) is the agency charged with administering and enforcing Singapore’s Competition Act.⁷⁶ Since it began review of mergers in 2007, Singapore’s relatively new merger regime has been active. In 2011 the CCS received seven applications for clearance, granting five before the end of the year.⁷⁷ This workload is broadly consistent with that of previous years: the CCS cleared five mergers in 2010, three mergers in 2009, seven mergers in 2008, and four mergers in 2007.⁷⁸

Enforcement activity

On 19 July 2011, the CCS allowed National Oilwell Varco Pte Ltd to acquire Barracuda Ventures Pte Ltd.⁷⁹ The parties competed in both the worldwide market for the supply of blowout preventers (BOPs) and the Asian market for the provision of BOP repair and refurbishment services. The size of the combined entity fell below the applicable market share threshold in each market, but the three-firm concentration (CR3) in the worldwide BOP supply market was above 90 per cent, due to the size of the largest two competitors of the merged firm. Even though this figure exceeded the post-merger CR3 threshold, CCS determined that sufficient buyer power and existing competition existed to justify clearance of the merger.

On 20 September 2011, the CCS cleared Volkswagen AG’s acquisition of MAN SE.⁸⁰ The CSS considered the impact of the merger in the market for the provision of repair and maintenance services and in several markets for the supply of trucks, buses and engines. The parties successfully proved that the merger would not substantially lessen competition, based on the competitive pressure exerted by existing market participants as well as the presence of buyer power in relevant markets.

Conclusion

The past year has seen expanded enforcement, cooperation and transparency in the Asia-Pacific region. This continues the trend of recent years, and ensures that these merger control regimes will remain worthy of the careful attention of companies and antitrust practitioners in the coming year.

Notes

1

http://www.accc.gov.au/content/index.phtml/itemId/3653

2

http://www.accc.gov.au/content/index.phtml/itemId/750991

3

http://www.accc.gov.au/content/index.phtml/itemId/774504

4

http://www.accc.gov.au/content/index.phtml/itemId/750991.#informal

5

http://www.accc.gov.au/content/index.phtml/itemId/751043/year/2011

6

http://www.accc.gov.au/content/index.phtml/itemId/750991.#informal

7

http://www.accc.gov.au/content/index.phtml/itemId/751043/year/2010

8

http://www.accc.gov.au/content/item.phtml?itemId=1012352&nodeId=3648638631e30e3f1a5c89e3f33ff327&fn=ACCC%20Annual%20Report%202010-11.pdf

9

http://www.accc.gov.au/content/index.phtml/itemId/1004650/fromItemID/897

10

http://www.accc.gov.au/content/index.phtml/itemId/1020658/fromItemId/142 (Metcash/Interfrank); http://ministers.treasury.gov.au/DisplayDocs.aspx?doc=pressreleases/2011/030.htm&pageID=003&min=wms&Year=&DocType (Singapore Exchange/ASX)

11

http://www.accc.gov.au/content/index.phtml/itemId/774442

12

http://www.accc.gov.au/content/index.phtml/itemId/774541

13

Australian Competition and Consumer Commission v. Metcash Trading Ltd [2011] FCA 1079 available at http://www.austlii.edu.au/au/cases/cth/FCA/2011/967.html

14

http://www.theaustralian.com.au/business/opinion/metcash-appeal-will-test-regulators-powers/story-e6frg9io-1226174558930

15

http://www.accc.gov.au/content/index.phtml/itemId/962036/fromItemId/751043

16

http://www.theaustralian.com.au/business/wayne-swan-sinks-84bn-asx-takeover-by-singapore/story-e6frg8zx-1226034632259

17

http://www.accc.gov.au/content/index.phtml/itemId/975742/fromItemId/750991 (Statement of Issues ¶50.)

18

http://www.accc.gov.au/content/index.phtml/itemId/975742/fromItemId/750991 (Statement of issues ¶8.)

19

http://www.accc.gov.au/content/index.phtml/itemId/975742/fromItemId/750991 (Statement of issues ¶13.)

20

http://www.accc.gov.au/content/index.phtml/itemId/975742/fromItemId/750991

21

http://www.accc.gov.au/content/index.phtml/itemId/975742

22

http://www.treasurer.gov.au/DisplayDocs.aspx?doc=pressreleases/2011/164.htm&pageID=003&min=wms&Year=2011&DocType=0

23

http://www.accc.gov.au/content/index.phtml/itemId/776053

24

http://www.comlaw.gov.au/Details/C2011A00184

25

http://www.comlaw.gov.au/Details/C2011B00104/Explanatory%20Memorandum/Text

26

http://english.mofcom.gov.cn/column/mission2010.shtml

27

https://www.globalcompetitionreview.com/features/article/30759/chinas-third-year/

28

http://english.mofcom.gov.cn/aarticle/newsrelease/significantnews/201112/20111207909353.html

29

https://www.globalcompetitionreview.com/features/article/30759/chinas-third-year/; https://www.globalcompetitionreview.com/news/article/30176/mofcom-clears-potash-deal-conditions/

30

www.globalcompetitionreview.com/news/article/30850/mofcom-snags-textile-tie-up/; http://www.law360.com/mergersacquisitions/articles/283009;

31

http://www.mofcom.gov.cn/aarticle/b/c/201109/20110907723440.html?2557088469=2054360880i

32

http://english.mofcom.gov.cn/aarticle/newsrelease/significantnews/201112/20111207876657.html

33

http://www.mofcom.gov.cn/aarticle/b/f/201108/20110807713530.html?496831445=2054360880

34

http://english.mofcom.gov.cn/aarticle/newsrelease/counselorsoffice/westernasiaandafricareport/201109/20110907748744.html

35

http://english.mofcom.gov.cn/aarticle/newsrelease/significantnews/201107/20110707669840.html

36

Competition Act, available at http://cci.gov.in/index.php?option=com_content&task=view&id=18

37

SO 1231(E) (30 May 2011), available at http://cci.gov.in/images/media/notifications/SO1231,SO1231240611.pdf

38

Competition Commission of India (Procedure in regard to the transaction of business relating to combination) Regulation 2011 (CCI Merger Regulations), available at http://www.cci.gov.in/index.php?option=com_content&task=view&id=62

39

CCI Merger Regulations, Regulation 4.

40

CCI Merger Regulations, schedule I.

41

s2, Banking Laws (Amendment) Bill, available at http://www.prsindia.org/uploads/media/Banking%20Laws/Banking%20laws,%2018%20of%202011.pdf

42

https://www.globalcompetitionreview.com/news/article/30167/india-merger-control-comes-force/

43

CCI Merger Regulations, Regulation 19(1).

44

CCI Merger Regulations, Regulation 28(6).

45

CCI Merger Regulations, Regulation 22.

46

Competition Act, section 31(11).

47

Competition Act, section 20(4).

48

Competition Act, section 20(4)(n).

49

http://www.cci.gov.in/index.php?option=com_content&task=view&id=171

50

http://cci.gov.in/May2011/OrderOfCommission/CombinationOrders/RILOrder270711.pdf

51

http://www.cci.gov.in/May2011/OrderOfCommission/CombinationOrders/WaltCombOrder250811.pdf.

52

https://www.globalcompetitionreview.com/news/article/30736/cci-gain-full-oversight-pharma-investments/

53

http://eng.kppu.go.id/about-2/overview/

54

KPPU Merger Regulations, available at http://eng.kppu.go.id/wp-content/uploads/2011/09/NUMBER-13-OF-2010-MERGER.pdf

55

KPPU Merger Regulations, article 5(1).

56

KPPU Merger Regulations, article 5(2).

57

KPPU Merger Regulations, article 9(2).

58

http://eng.kppu.go.id/kppu-approved-two-acquisition-notifications/; http://www.kppu.go.id/docs/Merger/pendapat%20kppu%20gdf%20suez%20230511.pdf

59

http://eng.kppu.go.id/kppu-approved-two-acquisition-notifications/;http://www.kppu.go.id/docs/Merger/pendapat%20komisi%20bhakti%20versi%20publik%20230511.pdf

60

http://www.jftc.go.jp/en/legislation-guidelines/ama/amended-amaØ9/index.htm

61

http://www.jftc.go.jp/en/pressreleases/archives/individual-000437.html; https://www.globalcompetitionreview.com/news/article/29744/japan-consider-global-effects-major-steel-merger/

62

http://www.jftc.go.jp/en/pressreleases/archives/individual-000457.html

63

http://www.jftc.go.jp/en/pressreleases/archives/individual-000438.html

64

http://www.jftc.go.jp/en/pressreleases/archives/individual-000460.html

65

http://www.jftc.go.jp/en/pressreleases/archives/individual-000432.html

66

http://eng.ftc.go.kr/about/overview.jsp?pageId=0102

67

https://www.globalcompetitionreview.com/news/article/30340/korea-approves-ebay-merger/

68

http://eng.ftc.go.kr/bbs.do?command=getList&type_cd=52&pageId=0201 (see PR from 2011-06-20.)

69

http://www.comcom.govt.nz/mergers-and-acquisitions/

70

http://www.comcom.govt.nz/clearances-register/

71

http://www.comcom.govt.nz/authorisations-register/

72

http://www.comcom.govt.nz/authorisations-register/detail/716

73

Godfrey Hirst NZ Limited, HC Wellington CIV-2011-485-1257 [2011] NZHC 691 (8 July 2011), available at http://www.nzlii.org/nz/cases/NZHC/2011/691.html

74

http://www.comcom.govt.nz/business-competition-media-releases/detail/2011/commerce-commission-authorises-merger-of-southern-cross-and-aorangi-hospitals-in-palmerston-north

75

http://www.comcom.govt.nz/southern-cross-hospitals-ltd-and-aorangi-hospital

76

http://app.ccs.gov.sg/AboutUs.aspx#mission

77

http://app.ccs.gov.sg/public_reg_Merger_Decision.aspx

78

http://app.ccs.gov.sg/public_reg_Merger_Decision.aspx

79

http://app.ccs.gov.sg/cms/user_documents/main/pdf/NON-CON.pdf

80

http://app.ccs.gov.sg/cms/user_documents/main/pdf/FINAL%20Grounds%20of%20Decision%20of%20VW%20of%20MAN.pdf