THAILAND Law and Practice Contributed by: Pranat Laohapairoj and Supakan Nimmanterdwong, Chandler Mori Hamada Limited
merger filing. See 2.7 Business/Corporate Enti- ties Relevant for the Calculation of Jurisdic- tional Thresholds for corporate linkage (control)
shares of both parties involved are scrutinised collectively. This comprehensive approach ensures that the transaction’s potential impact on market dynamics is accurately assessed, tak - ing into account the full scope and extent of the corporate entities involved. Changes in the business during the reference period, such as acquisitions, divestments or business closures, should be accounted for in the calculation to reflect a true representation of the current market position. 2.8 Foreign-to-Foreign Transactions Under the current interpretation of the Act, foreign-to-foreign transactions are subject to merger control only if both groups involved have a corporate presence in Thailand and generate local sales or exert a local effect. A corporate presence in Thailand can be established either directly, through physical operations such as a factory, trade office or branch, or indirectly, via a subsidiary or affiliate operating business within Thailand. Having a corporate presence in Thailand is only the first step in the assessment, and the parties will also have to meet the thresholds for market share and sales volume. 2.9 Market Share Jurisdictional Threshold See 2.3 Types of Transactions for market share information. Even if there is no overlap in any particular market, a filing may be required if the sales threshold and/or the market share thresh - old are met. 2.10 Joint Ventures A joint venture by way of a new incorporation is not technically subject to the merger control provision of the Act. However, if the process of
that mandates group calculation. 2.5 Jurisdictional Thresholds
There are two main thresholds when it comes to a merger control test: the control threshold and sales threshold in the relevant market. Both of these could impact market competition. See 2.3 Types of Transactions for further details. 2.6 Calculations of Jurisdictional Thresholds See 2.3 Types of Transactions . Normally, market share is viewed through sales (volume or curren - cy), but can also be viewed through production volume and production capacity. Normally, sales and market share calculations are done at the domestic level, but there are cases of exceptions where the geographical area is smaller (such as for products with special characteristics, like ice) or larger than domestic (such as for products that may cross borders more easily), although in such cases the parties may also have to provide domestic-market analysis. 2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds First, control is defined as possessing a majority of voting rights or the ability to exert vote control across multiple levels, or the authority to appoint at least half of the directors at one level. For the purpose of calculating thresholds in merger control, sales and market share fig - ures are assessed on a group-wide basis. This encompasses all entities within the corporate group that fall under the control of the ultimate controlling entity. When evaluating a merger transaction, the combined sales and market
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