THAILAND Law and Practice Contributed by: Pranat Laohapairoj and Supakan Nimmanterdwong, Chandler Mori Hamada Limited
2. Jurisdiction 2.1 Notification
ket dynamics. If a merger is expected to cre - ate or strengthen a dominant player position, or involves the acquisition of an existing dominant entity, the parties must submit a pre-merger approval filing. This process allows the author - ity to assess potential anti-competitive effects before the transaction is approved. Conversely, if the merger is projected to sub - stantially reduce competition without establish - ing new dominance or enhancing any existing dominance, the acquiring or resulting entity is obligated to complete a post-merger notification filing. This filing must be made after the transac - tion has been executed, enabling authorities to monitor and address any competitive concerns that may arise from the merger’s completion. Notably, internal reorganisations, which typically do not affect external market competition, are exempt from these filing requirements. A dominant player is defined as any business operator: • with at least 50% of market share and THB1 billion (approximately USD31 million or EUR27 million as of 7 May 2025) in annual sales for any market (normally the domestic market); or • a top-three operator with combined 75% of market share and by itself having THB1 billion in annual sales and at least 10% of market share for any market (normally the domestic market). Substantial reduction of competition is defined as having THB1 billion in annual sales for any market (normally the domestic market.) 2.4 Definition of “Control” See the firms paragraph in 2.3 Types of Transac- tions for the thresholds of changes that trigger
If the prospective merger transaction is deemed reportable under the Act (whether requiring pre- merger approval or a post-merger notification), it must be filed with the TCCT on a mandatory basis. Business operators are responsible for determining whether their transaction is report - able. 2.2 Failure to Notify If a transaction requires approval and the par - ties breach this requirement, the parties can be fined up to 0.5% of the transaction value, and in theory the transaction may be unwound, although this has never been enforced before. If a transaction requires post-merger notification and the parties breach this requirement, they can be fined up to THB200,000 (approximately USD6,120 or EUR5,380 as of 7 May 2025) plus THB10,000 per day (approximately USD310 or EUR270 as of 7 May 2025) during the time such breach is ongoing. Directors and other natural persons responsible for such breach may also be fined alongside the juristic parties. Please note that the TCCT has almost always imposed fines on both the juristic parties and their responsible natural persons. 2.3 Types of Transactions A merger under the Act is defined as corporate amalgamation, acquisition reaching or passing 25% of voting rights in any Thailand-listed com - pany, acquisition of more than 50% of voting rights in any other type of company, or acquisi - tion of more than 50% of operating assets. Under the merger control scheme, parties are required to make specific filings based on the anticipated impact of the transaction on mar -
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