THAILAND Law and Practice Contributed by: Pranat Laohapairoj and Supakan Nimmanterdwong, Chandler Mori Hamada Limited
4.3 Reliance on Case Law The authorities will rely on their own precedents and those from other major jurisdictions. Nor - mally the TCCT will accept precedents from the EU, the US, Japan, Korea and Singapore. 4.4 Competition Concerns The authority will look at all competition con - cerns from a holistic point of view. There is no clear precedent to pinpoint weight or to discard any of these areas. 4.5 Economic Efficiencies The authority will normally consider economic efficiencies as the positive rationale to counter negative impact, but this does not mean that the efficiencies will automatically override all other issues. 4.6 Non-Competition Issues As part of the review process, the authority may consider a range of non-competition issues, including industrial policy, national security, employment and other public interest concerns. Historically, environmental considerations have not been a focal point, and employment issues tend to receive less attention than industrial policy or national security. It is worth noting that the Act grants the authority broad discretion to evaluate any non-competition factors they deem relevant to the transaction. Regarding foreign direct investment, these matters are governed by the Foreign Busi - ness Operation Act, B.E. 2542 (1999), which functions independently of the merger control framework and falls under the jurisdiction of a different authority. This legislation may require separate licences and filings for foreign direct investments or foreign subsidies, distinct from merger control rules. In practice, the considera - tion of non-competition issues varies, depend -
ing on the specific context and potential impact of each transaction. 4.7 Special Consideration for Joint Ventures See 2.10 Joint Ventures . At present, the Act does not have specific regulations governing joint ventures, although bilateral transactions forming part of the JV setup process – particu - larly those involving the transfer of assets from the JV partners to the JV entity – may trigger merger filing requirements. 5. Decision: Prohibitions and Remedies 5.1 Authorities’ Ability to Prohibit or Interfere With Transactions The authority has broad powers to prohibit or otherwise intervene in transactions that fall with - in their jurisdiction under the Act. If a transac - tion is deemed to contravene competition laws or poses significant anti-competitive risks, the TCCT can exercise its authority to block the transaction. In practice, the TCCT typically initiates this process by issuing a formal notice to the par - ties involved, either requesting clarifications or instructing a suspension of the proposed merg - er. Failure to comply with such directives can result in significant penalties, including fines or the unwinding of the transaction. To justify their intervention, the authority must demonstrate that the transaction would substantially lessen com - petition or otherwise harm consumer welfare, in line with the overarching objective of maintaining a competitive market environment.
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