SINGAPORE Law and Practice Contributed by: Lim Chong Kin and Corinne Chew, Drew & Napier LLC
2. Jurisdiction 2.1 Notification Notification in respect of a merger or an antici - pated merger is voluntary. Merger parties may notify a merger before, dur - ing or after the merger comes into effect. However, there are risks attached to proceed - ing with a merger before or during notification, as the Commission may commence investiga - tions on its own initiative and issue directions or impose financial penalties if any infringement is found. 2.2 Failure to Notify As notification is voluntary, there are no sanc - tions for failing to notify the Commission of a merger. Merger parties should undertake a self- assessment to determine if notification is appro - priate – eg, if they think that the merger may result in an SLC within any market in Singapore. Even if no notification is made, the Commission may nonetheless initiate an investigation if it has reasonable grounds for suspecting that the Sec - tion 54 Prohibition has been or will be infringed. If the Commission decides that there is or will be an infringement, it may decide on actions to remedy, mitigate or prevent any adverse effects to competition caused by the merger. These actions may include a direction to divest all or part of the business or to unwind the merger (see 5.2 Parties’ Ability to Negotiate Remedies ). If the Commission finds that the infringement was committed intentionally or negligently, a financial penalty may be imposed on any of the merger parties, which may not exceed 10% of each party’s business turnover in Singapore for
• mergers approved by any Minister or any regulatory authority (other than the Commis - sion), including the Monetary Authority of Sin - gapore, pursuant to any requirement imposed by or under any written law; • mergers under the jurisdiction of another regulatory authority under any written law or code of practice relating to competition; • mergers relating to the supply of licensed and regulated ordinary letter and postcard services, potable piped water, wastewater management services, licensed bus ser - vices, licensed and regulated rail services, or licensed and regulated cargo terminal opera - tions; and • mergers with economic efficiencies that out - weigh the adverse effects of the SLC within a market in Singapore. 1.3 Enforcement Authorities The Commission is the statutory body respon - sible for administering and enforcing the Com - petition Act. With effect from 1 April 2018, the Commission also assumed responsibility for administering and enforcing the Consumer Pro - tection (Fair Trading) Act 2003, which provides for the protection of consumers against unfair practices and related matters. As mentioned in 1.2 Legislation Relating to Par- ticular Sectors , sectoral regulators have purview over merger control in their respective sectors. In cross-sectoral competition matters, the Com - mission will work with the relevant industry-spe - cific regulator(s) to determine which regulator is best placed to handle the matter in accordance with statutory powers. The lead will be taken by the agency that is best placed in terms of its ability to investigate the alleged anti-competitive conduct and impose any necessary remedies.
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