THAILAND Law and Practice Contributed by: Pranat Laohapairoj and Supakan Nimmanterdwong, Chandler Mori Hamada Limited
5.2 Parties’ Ability to Negotiate Remedies
5.5 Conditions and Timing for Divestitures
The parties involved in a transaction under scrutiny by the authorities may seek to negoti - ate remedies to address competition concerns, although the channels for such negotiations may be more limited than in other jurisdictions. It is generally advisable for parties to proactively pro - pose remedies at the earliest stage of the review process. Doing so can promote a more construc - tive dialogue with the authority and demonstrate good faith and a willingness to co-operate. This proactive approach can help mitigate potential regulatory challenges and contribute to a more favourable outcome. Typical Remedies Remedies have rarely been used, but those that have been used are an increase of participation of certain groups within the industry, moratorium on contractual change with vendors and suppli - ers, indefinite prohibition of sharing of certain data between the merging parties, etc. 5.3 Legal Standard There is no legal standard that remedies must meet in order to be deemed acceptable. This is all at the discretion of the TCCT. 5.4 Negotiating Remedies With Authorities See 5.2 Parties’ Ability to Negotiate Remedies . The parties are recommended to propose rem - edies from the beginning as it may be difficult to propose this during the review process by the TCCT. In theory, the authority can unilater - ally impose a remedy as a condition to giving approval. In practice, the authority may discuss with the parties beforehand.
There is no standard timing and this will entirely depend on the TCCT. If the remedies are not fully complied with, the parties will be deemed to have breached the order of the TCCT on the merger, and the TCCT can revoke the approval for the merger, meaning the parties will need to unwind the transaction. Generally, all conditions must be met as mandated by the TCCT before the merger can take place, unless such condi - tions are planned for any period after the closing. 5.6 Issuance of Decisions A formal decision will be provided to the parties, whether it is an unconditional approval, a con - ditional approval or a rejection. Relevant parts of the decision may be issued to the public as a precedent, but commercially sensitive informa - tion will normally be redacted from the publica - tion. As long as a transaction falls under its mandate because of thresholds having been reached, regardless of whether it is a domestic or foreign- to-foreign transaction, the TCCT will oversee the case. The TCCT has historically imposed fines on foreign-to-foreign transactions, but there is no evidence of any outright prohibition. 5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions 6. Ancillary Restraints and Related Transactions 6.1 Clearance Decisions and Separate Notifications The decision will cover all related arrangements, if such have been made known to the authority in the filing. If any part of the transaction is not made known to the authority, such will not be
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