SINGAPORE Law and Practice Contributed by: Lim Chong Kin and Corinne Chew, Drew & Napier LLC
2.11 Power of Authorities to Investigate a Transaction The Commission may conduct an own-initiative investigation into mergers that were not notified if there are reasonable grounds to suspect that the Section 54 Prohibition has been or will be infringed. The Commission may also investigate a merger based on information from complaints by third parties or its market intelligence func - tion. There is no statute of limitations on the Commission’s ability to investigate a merger or apply sanctions. If the Commission carries out an own-initiative investigation and identifies an SLC, it may direct the parties to remedy the SLC. The Commission also has the power to impose financial penalties on parties; see 5.1 Authorities’ Ability to Pro- hibit or Interfere With Transactions . 2.12 Requirement for Clearance Before Implementation There is no requirement for parties to suspend the implementation of a merger or anticipated merger prior to clearance. While merger parties may implement an anticipated merger or further integrate a completed merger before or during notification to the Commission, these actions are taken at the parties’ own risk if there is a likelihood that the merger may lead to an SLC; see 2.13 Penalties for the Implementation of a Transaction Before Clearance . 2.13 Penalties for the Implementation of a Transaction Before Clearance The Commission may issue directions imposing any interim measures it considers appropriate for mergers under investigation. Interim direc - tions are issued for the purposes of preventing merger parties from taking any action that may prejudice the Commission’s investigations or its ability to impose the appropriate remedies, or as
a matter of urgency to prevent serious, irrepara - ble damage to a particular person or category of persons, or to protect the public interest. These measures may include: • suspending the merger; • prohibiting the transfer of staff; or • setting limits on the exchange of commer - cially sensitive information. If the parties concerned do not comply with the Commission’s direction, the Commission may apply to register the direction with a district court, following which any person who fails to comply with the registered direction without rea - sonable excuse may be found to be in contempt of court. Sanctions for contempt of court include the imposition of a fine or imprisonment. The court may also issue orders to secure compli - ance with the direction, or to require any person to remedy, mitigate or eliminate any effects aris - ing from non-compliance. As a matter of practice, the Commission is unlikely to use these powers unless it believes there is a real possibility of the merger raising serious competition concerns. Interim decisions may be issued to ensure that the relevant mar- ket remains open and contestable until investi - gations are completed. As of 9 May 2025, the Commission has only exercised its power to issue interim directions twice. • The first instance was Grab’s acquisition of Uber’s South-East Asian business and Uber’s acquisition of a 27.5% stake in Grab (Grab-Uber case). The directions made by the Commission included orders to maintain pre- transaction pricing and commission levels, and the removal of exclusivity obligations with new drivers.
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