THAILAND Law and Practice Contributed by: Pranat Laohapairoj and Supakan Nimmanterdwong, Chandler Mori Hamada Limited
setting up such joint venture touches upon asset transfer or share acquisition, then the merger fil - ing requirement may be triggered. 2.11 Power of Authorities to Investigate a Transaction Under the TCA, the TCCT has broad discretion to investigate transactions, including those that do not meet the jurisdictional thresholds. The TCCT can request documents, conduct interviews and impose fines or take other actions as it deems necessary. This authority extends to transac - tions that fall below the established thresholds, should the TCCT wish to examine the details or assess potential competitive impacts. Importantly, there is no statute of limitations restricting the TCCT’s ability to investigate a transaction. The TCCT retains the right to revisit and scrutinise a transaction at any time, includ - ing post-closing, to ensure compliance with competition law. Despite this expansive author - ity, there are no public records or announce - ments indicating that the TCCT has exercised this power to “call in” a transaction that clearly did not meet the thresholds. 2.12 Requirement for Clearance Before Implementation If the transaction requires pre-merger approval, then the merger cannot take place until approval is granted. 2.13 Penalties for the Implementation of a Transaction Before Clearance See 2.2 Failure to Notify . For failure to submit a pre-merger filing, there have been no public announcements or records from the TCCT con - cerning penalties imposed. On the other hand, in several post-merger fil - ing cases (primarily for failure to meet the fil -
ing deadline), penalties have been imposed. A number of these cases have been published as precedents, including those cases involving foreign-to-foreign transactions. 2.14 Exceptions to Suspensive Effect There are no general exceptions to the suspen - sive effect and there is no precedent indicating otherwise. 2.15 Circumstances Where Implementation Before Clearance Is Permitted There are no circumstances where the authorities will permit closing before clearance and there is no precedent indicating otherwise. The only way to close a transaction without clearance is to ensure that relevant businesses are carved out in a way that will not trigger any requirement to file. See 2.2 Failure to Notify . If the parties must obtain a pre-merger approval, then the approv - al must be obtained before the transaction is closed. If, however, the acquiring or resultant party only needs to undertake a post-merger notification filing, then such filing must be done within seven days from the transaction date. Any breach will result in penalties being incurred, which have been applied in the past. 3.2 Type of Agreement Required Prior to Notification The TCCT normally does not check the depth of intention, but the parties must submit an agree - ment or parts thereof that address the merger transaction for their review. 3. Procedure: Notification to Clearance 3.1 Deadlines for Notification
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