i Table of contents 734

Merger Control 2025

Definitive global law guides offering comparative analysis from top-ranked lawyers

INTRODUCTION		6
Contributed by Jean-François Bellis and Porter Elliott, Van Bael & Bellis		6
AUSTRIA		12
Law and Practice		12
Contributed by bpv Huegel		12
BELGIUM		34
Law and Practice		34
Contributed by Van Bael & Bellis		34
CHILE		50
Law and Practice		50
Contributed by Estudio Lizana		50
Trends and Developments		73
Contributed by Estudio Lizana		73
CHINA		80
Law and Practice		80
Contributed by King & Wood Mallesons		80
Trends and Developments		104
Contributed by JunHe LLP		104
CYPRUS		112
Law and Practice		112
Contributed by Georgiades & Pelides		112
CZECH REPUBLIC		134
Law and Practice		134
Contributed by HAVEL & PARTNERS		134
Trends and Developments		153
Contributed by HAVEL & PARTNERS		153
EGYPT		162
Law and Practice		162
Contributed by GLA & Company		162
EU		184
Law and Practice		184
Contributed by Van Bael & Bellis		184
GERMANY		211
Law and Practice		211
Contributed by Linklaters		211
Trends and Developments		234
Contributed by Redeker Sellner Dahs		234
GREECE		242
Law and Practice		242
Contributed by Karatzas & Partners		242
GUATEMALA		263
Law and Practice		263
Contributed by Mayora & Mayora, S.C		263
INDIA		276
Trends and Developments		276
Contributed by JSA		276
INDONESIA		287
Law and Practice		287
Contributed by ABNR Counsellors at Law		287
JAPAN		306
Law and Practice		306
Contributed by Ikeda & Someya		306
KUWAIT		327
Law and Practice		327
Contributed by GLA & Company		327
Trends and Developments		343
Contributed by Meysan		343
MEXICO		351
Law and Practice		351
Contributed by Von Wobeser y Sierra		351
Trends and Developments		370
Contributed by Galicia Abogados, S.C.		370
MONTENEGRO		378
Law and Practice		378
Contributed by BDK Advokati		378
Trends and Developments		397
Contributed by BDK Advokati		397
NIGERIA		404
Law and Practice		404
Contributed by Streamsowers & Köhn		404
Trends and Developments		423
Contributed by Streamsowers & Köhn		423
NORWAY		430
Law and Practice		430
Contributed by BAHR		430
Trends and Developments		451
Contributed by BAHR		451
PERU		458
Trends and Developments		458
Contributed by Payet, Rey, Cauvi, Pérez Abogados		458
PHILIPPINES		465
Law and Practice		465
Contributed by Villaraza & Angangco		465
SAUDI ARABIA		484
Law and Practice		484
Contributed by GLA & Company		484
SERBIA		509
Trends and Developments		509
Contributed by Drašković Popović & Partners		509
SINGAPORE		517
Law and Practice		517
Contributed by Drew & Napier LLC		517
SWEDEN		540
Law and Practice		540
Contributed by Vinge		540
SWITZERLAND		558
Law and Practice		558
Contributed by Homburger		558
TAIWAN		575
Law and Practice		575
Contributed by Lee and Li, Attorneys-at-Law		575
Trends and Developments		594
Contributed by Lee and Li, Attorneys-at-Law		594
THAILAND		601
Law and Practice		601
Contributed by Chandler Mori Hamada Limited		601
TÜRKIYE		613
Law and Practice		613
Contributed by ELIG Gürkaynak Attorneys-at-Law		613
Trends and Developments		635
Contributed by ELIG Gürkaynak Attorneys-at-Law		635
UAE		641
Law and Practice		641
Contributed by GLA & Company		641
UK		663
Law and Practice		663
Contributed by Van Bael & Bellis		663
UKRAINE		689
Law and Practice		689
Contributed by AVELLUM		689
USA		707
Law and Practice		707
Contributed by Axinn, Veltrop & Harkrider LLP		707
Trends and Developments		729
Contributed by Axinn, Veltrop & Harkrider LLP		729
1. Legislation and Enforcing Authorities		15
1.1 Merger Control Legislation		15
1.2 Legislation Relating to Particular Sectors		15
1.3 Enforcement Authorities		15
2. Jurisdiction		15
2.1 Notification		15
2.2 Failure to Notify		16
2.3 Types of Transactions		16
2.4 Definition of “Control”		17
2.5 Jurisdictional Thresholds		18
2.6 Calculations of Jurisdictional Thresholds		18
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		20
2.8 Foreign-to-Foreign Transactions		20
2.9 Market Share Jurisdictional Threshold		20
2.10 Joint Ventures		20
2.11 Power of Authorities to Investigate a Transaction		21
2.12 Requirement for Clearance Before Implementation		21
2.13 Penalties for the Implementation of a Transaction Before Clearance		21
2.14 Exceptions to Suspensive Effect		21
2.15 Circumstances Where Implementation Before Clearance Is Permitted		22
3. Procedure: Notification to Clearance		22
3.1 Deadlines for Notification		22
3.2 Type of Agreement Required Prior to Notification		22
3.3 Filing Fees		22
3.4 Parties Responsible for Filing		22
3.5 Information Included in a Filing		22
3.6 Penalties/Consequences of Incomplete Notification		23
3.7 Penalties/Consequences of Inaccurate or Misleading Information		23
3.8 Review Process		24
3.9 Pre-Notification Discussions With Authorities		24
3.10 Requests for Information During the Review Process		24
3.11 Accelerated Procedure		25
4. Substance of the Review		25
4.1 Substantive Test		25
4.2 Markets Affected by a Transaction		25
4.3 Reliance on Case Law		26
4.4 Competition Concerns		26
4.5 Economic Efficiencies		26
4.6 Non-Competition Issues		26
4.7 Special Consideration for Joint Ventures		26
5. Decision: Prohibitions and Remedies		27
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		27
5.2 Parties’ Ability to Negotiate Remedies		27
5.3 Legal Standard		29
5.4 Negotiating Remedies With Authorities		29
5.5 Conditions and Timing for Divestitures		30
5.6 Issuance of Decisions		30
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		30
6. Ancillary Restraints and Related Transactions		31
6.1 Clearance Decisions and Separate Notifications		31
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		31
7.1 Third-Party Rights		31
7.2 Contacting Third Parties		32
7.3 Confidentiality		32
7.4 Co-Operation With Other Jurisdictions		32
8. Appeals and Judicial Review		32
8.1 Access to Appeal and Judicial Review		32
8.2 Typical Timeline for Appeals		32
8.3 Ability of Third Parties to Appeal Clearance Decisions		33
9. Foreign Direct Investment/Subsidies Review		33
9.1 Legislation and Filing Requirements		33
1. Legislation and Enforcing Authorities		37
1.1 Merger Control Legislation		37
1.2 Legislation Relating to Particular Sectors		38
1.3 Enforcement Authorities		38
2. Jurisdiction		38
2.1 Notification		38
2.2 Failure to Notify		38
2.3 Types of Transactions		38
2.4 Definition of “Control”		39
2.5 Jurisdictional Thresholds		39
2.6 Calculations of Jurisdictional Thresholds		39
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		40
2.8 Foreign-to-Foreign Transactions		40
2.9 Market Share Jurisdictional Threshold		40
2.10 Joint Ventures		40
2.11 Power of Authorities to Investigate a Transaction		40
2.12 Requirement for Clearance Before Implementation		41
2.13 Penalties for the Implementation of a Transaction Before Clearance		41
2.14 Exceptions to Suspensive Effect		41
2.15 Circumstances Where Implementation Before Clearance Is Permitted		41
3. Procedure: Notification to Clearance		42
3.1 Deadlines for Notification		42
3.2 Type of Agreement Required Prior to Notification		42
3.3 Filing Fees		42
3.4 Parties Responsible for Filing		42
3.5 Information Included in a Filing		42
3.6 Penalties/Consequences of Incomplete Notification		43
3.7 Penalties/Consequences of Inaccurate or Misleading Information		43
3.8 Review Process		43
3.9 Pre-Notification Discussions With Authorities		44
3.10 Requests for Information During the Review Process		44
3.11 Accelerated Procedure		44
4. Substance of the Review		45
4.1 Substantive Test		45
4.2 Markets Affected by a Transaction		45
4.3 Reliance on Case Law		45
4.4 Competition Concerns		45
4.5 Economic Efficiencies		45
4.6 Non-Competition Issues		46
4.7 Special Consideration for Joint Ventures		46
5. Decision: Prohibitions and Remedies		46
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		46
5.2 Parties’ Ability to Negotiate Remedies		46
5.3 Legal Standard		47
5.4 Negotiating Remedies With Authorities		47
5.5 Conditions and Timing for Divestitures		47
5.6 Issuance of Decisions		47
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		47
6. Ancillary Restraints and Related Transactions		48
6.1 Clearance Decisions and Separate Notifications		48
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		48
7.1 Third-Party Rights		48
7.2 Contacting Third Parties		48
7.3 Confidentiality		48
7.4 Co-Operation With Other Jurisdictions		48
8. Appeals and Judicial Review		49
8.1 Access to Appeal and Judicial Review		49
8.2 Typical Timeline for Appeals		49
8.3 Ability of Third Parties to Appeal Clearance Decisions		49
9. Foreign Direct Investment/Subsidies Review		49
9.1 Legislation and Filing Requirements		49
1. Legislation and Enforcing Authorities		54
1.1 Merger Control Legislation		54
1.2 Legislation Relating to Particular Sectors		54
1.3 Enforcement Authorities		55
2. Jurisdiction		56
2.1 Notification		56
2.2 Failure to Notify		56
2.3 Types of Transactions		57
2.4 Definition of “Control”		57
2.5 Jurisdictional Thresholds		57
2.6 Calculations of Jurisdictional Thresholds		58
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		58
2.8 Foreign-to-Foreign Transactions		58
2.9 Market Share Jurisdictional Threshold		59
2.10 Joint Ventures		59
2.11 Power of Authorities to Investigate a Transaction		59
2.12 Requirement for Clearance Before Implementation		60
2.13 Penalties for the Implementation of a Transaction Before Clearance		60
2.14 Exceptions to Suspensive Effect		60
2.15 Circumstances Where Implementation Before Clearance Is Permitted		60
3. Procedure: Notification to Clearance		60
3.1 Deadlines for Notification		60
3.2 Type of Agreement Required Prior to Notification		60
3.3 Filing Fees		61
3.4 Parties Responsible for Filing		61
3.5 Information Included in a Filing		61
3.6 Penalties/Consequences of Incomplete Notification		62
3.7 Penalties/Consequences of Inaccurate or Misleading Information		63
3.8 Review Process		63
3.9 Pre-Notification Discussions With Authorities		64
3.10 Requests for Information During the Review Process		64
3.11 Accelerated Procedure		64
4. Substance of the Review		65
4.1 Substantive Test		65
4.2 Markets Affected by a Transaction		65
4.3 Reliance on Case Law		65
4.4 Competition Concerns		65
4.5 Economic Efficiencies		66
4.6 Non-Competition Issues		66
4.7 Special Consideration for Joint Ventures		67
5. Decision: Prohibitions and Remedies		67
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		67
5.2 Parties’ Ability to Negotiate Remedies		67
5.3 Legal Standard		68
5.4 Negotiating Remedies With Authorities		68
5.5 Conditions and Timing for Divestitures		69
5.6 Issuance of Decisions		69
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		70
6. Ancillary Restraints and Related Transactions		70
6.1 Clearance Decisions and Separate Notifications		70
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		70
7.1 Third-Party Rights		70
7.2 Contacting Third Parties		70
7.3 Confidentiality		71
7.4 Co-Operation With Other Jurisdictions		71
8. Appeals and Judicial Review		71
8.1 Access to Appeal and Judicial Review		71
8.2 Typical Timeline for Appeals		71
8.3 Ability of Third Parties to Appeal Clearance Decisions		71
9. Foreign Direct Investment/Subsidies Review		72
9.1 Legislation and Filing Requirements		72
1. Legislation and Enforcing Authorities		83
1.1 Merger Control Legislation		83
1.2 Legislation Relating to Particular Sectors		84
1.3 Enforcement Authorities		84
2. Jurisdiction		85
2.1 Notification		85
2.2 Failure to Notify		85
2.3 Types of Transactions		86
2.4 Definition of “Control”		86
2.5 Jurisdictional Thresholds		86
2.6 Calculations of Jurisdictional Thresholds		87
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		87
2.8 Foreign-to-Foreign Transactions		88
2.9 Market Share Jurisdictional Threshold		88
2.10 Joint Ventures		88
2.11 Power of Authorities to Investigate a Transaction		88
2.12 Requirement for Clearance Before Implementation		88
2.13 Penalties for the Implementation of a Transaction Before Clearance		88
2.14 Exceptions to Suspensive Effect		89
2.15 Circumstances Where Implementation Before Clearance Is Permitted		89
3. Procedure: Notification to Clearance		90
3.1 Deadlines for Notification		90
3.2 Type of Agreement Required Prior to Notification		90
3.3 Filing Fees		90
3.4 Parties Responsible for Filing		90
3.5 Information Included in a Filing		90
3.6 Penalties/Consequences of Incomplete Notification		91
3.7 Penalties/Consequences of Inaccurate or Misleading Information		91
3.8 Review Process		91
3.9 Pre-Notification Discussions With Authorities		92
3.10 Requests for Information During the Review Process		92
3.11 Accelerated Procedure		92
4. Substance of the Review		92
4.1 Substantive Test		92
4.2 Markets Affected by a Transaction		94
4.3 Reliance on Case Law		95
4.4 Competition Concerns		95
4.5 Economic Efficiencies		96
4.6 Non-Competition Issues		96
4.7 Special Consideration for Joint Ventures		97
5. Decision: Prohibitions and Remedies		98
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		98
5.2 Parties’ Ability to Negotiate Remedies		98
5.3 Legal Standard		98
5.4 Negotiating Remedies With Authorities		99
5.5 Conditions and Timing for Divestitures		99
5.6 Issuance of Decisions		100
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		100
6. Ancillary Restraints and Related Transactions		100
6.1 Clearance Decisions and Separate Notifications		100
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		100
7.1 Third-Party Rights		100
7.2 Contacting Third Parties		101
7.3 Confidentiality		101
7.4 Co-Operation With Other Jurisdictions		101
8. Appeals and Judicial Review		102
8.1 Access to Appeal and Judicial Review		102
8.2 Typical Timeline for Appeals		102
8.3 Ability of Third Parties to Appeal Clearance Decisions		102
9. Foreign Direct Investment/Subsidies Review		102
9.1 Legislation and Filing Requirements		102
1. Legislation and Enforcing Authorities		115
1.1 Merger Control Legislation		115
1.2 Legislation Relating to Particular Sectors		115
1.3 Enforcement Authorities		115
2. Jurisdiction		116
2.1 Notification		116
2.2 Failure to Notify		116
2.3 Types of Transactions		116
2.4 Definition of “Control”		117
2.5 Jurisdictional Thresholds		117
2.6 Calculations of Jurisdictional Thresholds		118
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		118
2.8 Foreign-to-Foreign Transactions		119
2.9 Market Share Jurisdictional Threshold		119
2.10 Joint Ventures		119
2.11 Power of Authorities to Investigate a Transaction		119
2.12 Requirement for Clearance Before Implementation		120
2.13 Penalties for the Implementation of a Transaction Before Clearance		120
2.14 Exceptions to Suspensive Effect		120
2.15 Circumstances Where Implementation Before Clearance Is Permitted		120
3. Procedure: Notification to Clearance		121
3.1 Deadlines for Notification		121
3.2 Type of Agreement Required Prior to Notification		121
3.3 Filing Fees		121
3.4 Parties Responsible for Filing		122
3.5 Information Included in a Filing		122
3.6 Penalties/Consequences of Incomplete Notification		123
3.7 Penalties/Consequences of Inaccurate or Misleading Information		123
3.8 Review Process		124
3.9 Pre-Notification Discussions With Authorities		124
3.10 Requests for Information During the Review Process		125
3.11 Accelerated Procedure		125
4. Substance of the Review		125
4.1 Substantive Test		125
4.2 Markets Affected by a Transaction		125
4.3 Reliance on Case Law		126
4.4 Competition Concerns		127
4.5 Economic Efficiencies		127
4.6 Non-Competition Issues		127
4.7 Special Consideration for Joint Ventures		127
5. Decision: Prohibitions and Remedies		128
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		128
5.2 Parties’ Ability to Negotiate Remedies		128
5.3 Legal Standard		128
5.4 Negotiating Remedies With Authorities		129
5.5 Conditions and Timing for Divestitures		130
5.6 Issuance of Decisions		130
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		130
6. Ancillary Restraints and Related Transactions		130
6.1 Clearance Decisions and Separate Notifications		130
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		130
7.1 Third-Party Rights		130
7.2 Contacting Third Parties		131
7.3 Confidentiality		131
7.4 Co-Operation With Other Jurisdictions		131
8. Appeals and Judicial Review		131
8.1 Access to Appeal and Judicial Review		131
8.2 Typical Timeline for Appeals		131
8.3 Ability of Third Parties to Appeal Clearance Decisions		132
9. Foreign Direct Investment/Subsidies Review		132
9.1 Legislation and Filing Requirements		132
1. Legislation and Enforcing Authorities		138
1.1 Merger Control Legislation		138
1.2 Legislation Relating to Particular Sectors		138
1.3 Enforcement Authorities		138
2. Jurisdiction		139
2.1 Notification		139
2.2 Failure to Notify		139
2.3 Types of Transactions		139
2.4 Definition of “Control”		140
2.5 Jurisdictional Thresholds		140
2.6 Calculations of Jurisdictional Thresholds		141
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		141
2.8 Foreign-to-Foreign Transactions		142
2.9 Market Share Jurisdictional Threshold		142
2.10 Joint Ventures		142
2.11 Power of Authorities to Investigate a Transaction		143
2.12 Requirement for Clearance Before Implementation		143
2.13 Penalties for the Implementation of a Transaction Before Clearance		143
2.14 Exceptions to Suspensive Effect		143
2.15 Circumstances Where Implementation Before Clearance Is Permitted		144
3. Procedure: Notification to Clearance		144
3.1 Deadlines for Notification		144
3.2 Type of Agreement Required Prior to Notification		144
3.3 Filing Fees		144
3.4 Parties Responsible for Filing		144
3.5 Information Included in a Filing		144
3.6 Penalties/Consequences of Incomplete Notification		145
3.7 Penalties/Consequences of Inaccurate or Misleading Information		145
3.8 Review Process		145
3.9 Pre-Notification Discussions With Authorities		146
3.10 Requests for Information During the Review Process		146
3.11 Accelerated Procedure		146
4. Substance of the Review		147
4.1 Substantive Test		147
4.2 Markets Affected by a Transaction		147
4.3 Reliance on Case Law		147
4.4 Competition Concerns		147
4.5 Economic Efficiencies		148
4.6 Non-Competition Issues		148
4.7 Special Consideration for Joint Ventures		148
5. Decision: Prohibitions and Remedies		148
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		148
5.2 Parties’ Ability to Negotiate Remedies		149
5.3 Legal Standard		149
5.4 Negotiating Remedies With Authorities		149
5.5 Conditions and Timing for Divestitures		149
5.6 Issuance of Decisions		149
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		149
6. Ancillary Restraints and Related Transactions		150
6.1 Clearance Decisions and Separate Notifications		150
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		150
7.1 Third-Party Rights		150
7.2 Contacting Third Parties		150
7.3 Confidentiality		150
7.4 Co-Operation With Other Jurisdictions		150
8. Appeals and Judicial Review		151
8.1 Access to Appeal and Judicial Review		151
8.2 Typical Timeline for Appeals		151
8.3 Ability of Third Parties to Appeal Clearance Decisions		151
9. Foreign Direct Investment/Subsidies Review		151
9.1 Legislation and Filing Requirements		151
1. Legislation and Enforcing Authorities		166
1.1 Merger Control Legislation		166
1.2 Legislation Relating to Particular Sectors		166
1.3 Enforcement Authorities		167
2. Jurisdiction		168
2.1 Notification		168
2.2 Failure to Notify		168
2.3 Types of Transactions		168
2.4 Definition of “Control”		169
2.5 Jurisdictional Thresholds		170
2.6 Calculations of Jurisdictional Thresholds		170
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		170
2.8 Foreign-to-Foreign Transactions		171
2.9 Market Share Jurisdictional Threshold		171
2.10 Joint Ventures		171
2.11 Power of Authorities to Investigate a Transaction		173
2.12 Requirement for Clearance Before Implementation		173
2.13 Penalties for the Implementation of a Transaction Before Clearance		174
2.14 Exceptions to Suspensive Effect		174
2.15 Circumstances Where Implementation Before Clearance Is Permitted		174
3. Procedure: Notification to Clearance		174
3.1 Deadlines for Notification		174
3.2 Type of Agreement Required Prior to Notification		175
3.3 Filing Fees		175
3.4 Parties Responsible for Filing		175
3.5 Information Included in a Filing		175
3.6 Penalties/Consequences of Incomplete Notification		176
3.7 Penalties/Consequences of Inaccurate or Misleading Information		176
3.8 Review Process		177
3.9 Pre-Notification Discussions With Authorities		178
3.10 Requests for Information During the Review Process		178
3.11 Accelerated Procedure		178
4. Substance of the Review		178
4.1 Substantive Test		178
4.2 Markets Affected by a Transaction		179
4.3 Reliance on Case Law		179
4.4 Competition Concerns		179
4.5 Economic Efficiencies		180
4.6 Non-Competition Issues		180
4.7 Special Consideration for Joint Ventures		180
5. Decision: Prohibitions and Remedies		180
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		180
5.2 Parties’ Ability to Negotiate Remedies		180
5.3 Legal Standard		180
5.4 Negotiating Remedies With Authorities		180
5.5 Conditions and Timing for Divestitures		181
5.6 Issuance of Decisions		181
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		181
6. Ancillary Restraints and Related Transactions		181
6.1 Clearance Decisions and Separate Notifications		181
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		181
7.1 Third-Party Rights		181
7.2 Contacting Third Parties		182
7.3 Confidentiality		182
7.4 Co-Operation With Other Jurisdictions		182
8. Appeals and Judicial Review		182
8.1 Access to Appeal and Judicial Review		182
8.2 Typical Timeline for Appeals		182
8.3 Ability of Third Parties to Appeal Clearance Decisions		183
9. Foreign Direct Investment/Subsidies Review		183
9.1 Legislation and Filing Requirements		183
1. Legislation and Enforcing Authorities		188
1.1 Merger Control Legislation		188
1.2 Legislation Relating to Particular Sectors		188
1.3 Enforcement Authorities		188
2. Jurisdiction		189
2.1 Notification		189
2.2 Failure to Notify		190
2.3 Types of Transactions		191
2.4 Definition of “Control”		191
2.5 Jurisdictional Thresholds		192
2.6 Calculations of Jurisdictional Thresholds		193
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		193
2.8 Foreign-to-Foreign Transactions		194
2.9 Market Share Jurisdictional Threshold		194
2.10 Joint Ventures		194
2.11 Power of Authorities to Investigate a Transaction		194
2.12 Requirement for Clearance Before Implementation		194
2.13 Penalties for the Implementation of a Transaction Before Clearance		195
2.14 Exceptions to Suspensive Effect		195
2.15 Circumstances Where Implementation Before Clearance Is Permitted		195
3. Procedure: Notification to Clearance		196
3.1 Deadlines for Notification		196
3.2 Type of Agreement Required Prior to Notification		196
3.3 Filing Fees		196
3.4 Parties Responsible for Filing		196
3.5 Information Included in a Filing		196
3.6 Penalties/Consequences of Incomplete Notification		197
3.7 Penalties/Consequences of Inaccurate or Misleading Information		197
3.8 Review Process		198
3.9 Pre-Notification Discussions With Authorities		199
3.10 Requests for Information During the Review Process		199
3.11 Accelerated Procedure		200
4. Substance of the Review		200
4.1 Substantive Test		200
4.2 Markets Affected by a Transaction		200
4.3 Reliance on Case Law		201
4.4 Competition Concerns		201
4.5 Economic Efficiencies		202
4.6 Non-Competition Issues		203
4.7 Special Consideration for Joint Ventures		203
5. Decision: Prohibitions and Remedies		204
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		204
5.2 Parties’ Ability to Negotiate Remedies		204
5.3 Legal Standard		204
5.4 Negotiating Remedies With Authorities		205
5.5 Conditions and Timing for Divestitures		205
5.6 Issuance of Decisions		206
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		206
6. Ancillary Restraints and Related Transactions		206
6.1 Clearance Decisions and Separate Notifications		206
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		207
7.1 Third-Party Rights		207
7.2 Contacting Third Parties		207
7.3 Confidentiality		208
7.4 Co-Operation With Other Jurisdictions		208
8. Appeals and Judicial Review		209
8.1 Access to Appeal and Judicial Review		209
8.2 Typical Timeline for Appeals		209
8.3 Ability of Third Parties to Appeal Clearance Decisions		209
9. Foreign Direct Investment/Subsidies Review		209
9.1 Legislation and Filing Requirements		209
1. Legislation and Enforcing Authorities		215
1.1 Merger Control Legislation		215
1.2 Legislation Relating to Particular Sectors		215
1.3 Enforcement Authorities		215
2. Jurisdiction		215
2.1 Notification		215
2.2 Failure to Notify		215
2.3 Types of Transactions		215
2.4 Definition of “Control”		216
2.5 Jurisdictional Thresholds		217
2.6 Calculations of Jurisdictional Thresholds		218
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		219
2.8 Foreign-to-Foreign Transactions		220
2.9 Market Share Jurisdictional Threshold		220
2.10 Joint Ventures		220
2.11 Power of Authorities to Investigate a Transaction		220
2.12 Requirement for Clearance Before Implementation		220
2.13 Penalties for the Implementation of a Transaction Before Clearance		220
2.14 Exceptions to Suspensive Effect		221
2.15 Circumstances Where Implementation Before Clearance Is Permitted		222
3. Procedure: Notification to Clearance		222
3.1 Deadlines for Notification		222
3.2 Type of Agreement Required Prior to Notification		222
3.3 Filing Fees		222
3.4 Parties Responsible for Filing		222
3.5 Information Included in a Filing		222
3.6 Penalties/Consequences of Incomplete Notification		223
3.7 Penalties/Consequences of Inaccurate or Misleading Information		223
3.8 Review Process		223
3.9 Pre-Notification Discussions With Authorities		224
3.10 Requests for Information During the Review Process		224
3.11 Accelerated Procedure		224
4. Substance of the Review		224
4.1 Substantive Test		224
4.2 Markets Affected by a Transaction		224
4.3 Reliance on Case Law		225
4.4 Competition Concerns		225
4.5 Economic Efficiencies		226
4.6 Non-Competition Issues		226
4.7 Special Consideration for Joint Ventures		227
5. Decision: Prohibitions and Remedies		227
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		227
5.2 Parties’ Ability to Negotiate Remedies		228
5.3 Legal Standard		228
5.4 Negotiating Remedies With Authorities		228
5.5 Conditions and Timing for Divestitures		229
5.6 Issuance of Decisions		229
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		230
6. Ancillary Restraints and Related Transactions		230
6.1 Clearance Decisions and Separate Notifications		230
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		230
7.1 Third-Party Rights		230
7.2 Contacting Third Parties		230
7.3 Confidentiality		230
7.4 Co-Operation With Other Jurisdictions		231
8. Appeals and Judicial Review		231
8.1 Access to Appeal and Judicial Review		231
8.2 Typical Timeline for Appeals		232
8.3 Ability of Third Parties to Appeal Clearance Decisions		232
9. Foreign Direct Investment/Subsidies Review		232
9.1 Legislation and Filing Requirements		232
1. Legislation and Enforcing Authorities		245
1.1 Merger Control Legislation		245
1.2 Legislation Relating to Particular Sectors		245
1.3 Enforcement Authorities		245
2. Jurisdiction		246
2.1 Notification		246
2.2 Failure to Notify		246
2.3 Types of Transactions		246
2.4 Definition of “Control”		247
2.5 Jurisdictional Thresholds		247
2.6 Calculations of Jurisdictional Thresholds		248
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		248
2.8 Foreign-to-Foreign Transactions		249
2.9 Market Share Jurisdictional Threshold		249
2.10 Joint Ventures		249
2.11 Power of Authorities to Investigate a Transaction		249
2.12 Requirement for Clearance Before Implementation		250
2.13 Penalties for the Implementation of a Transaction Before Clearance		250
2.14 Exceptions to Suspensive Effect		250
2.15 Circumstances Where Implementation Before Clearance Is Permitted		251
3. Procedure: Notification to Clearance		251
3.1 Deadlines for Notification		251
3.2 Type of Agreement Required Prior to Notification		251
3.3 Filing Fees		252
3.4 Parties Responsible for Filing		252
3.5 Information Included in a Filing		252
3.6 Penalties/Consequences of Incomplete Notification		253
3.7 Penalties/Consequences of Inaccurate or Misleading Information		253
3.8 Review Process		253
3.9 Pre-Notification Discussions With Authorities		254
3.10 Requests for Information During the Review Process		254
3.11 Accelerated Procedure		254
4. Substance of the Review		254
4.1 Substantive Test		254
4.2 Markets Affected by a Transaction		255
4.3 Reliance on Case Law		256
4.4 Competition Concerns		256
4.5 Economic Efficiencies		256
4.6 Non-Competition Issues		256
4.7 Special Consideration for Joint Ventures		257
5. Decision: Prohibitions and Remedies		257
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		257
5.2 Parties’ Ability to Negotiate Remedies		257
5.3 Legal Standard		258
5.4 Negotiating Remedies With Authorities		259
5.5 Conditions and Timing for Divestitures		259
5.6 Issuance of Decisions		260
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		260
6. Ancillary Restraints and Related Transactions		260
6.1 Clearance Decisions and Separate Notifications		260
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		260
7.1 Third-Party Rights		260
7.2 Contacting Third Parties		261
7.3 Confidentiality		261
7.4 Co-Operation With Other Jurisdictions		261
8. Appeals and Judicial Review		261
8.1 Access to Appeal and Judicial Review		261
8.2 Typical Timeline for Appeals		261
8.3 Ability of Third Parties to Appeal Clearance Decisions		262
9. Foreign Direct Investment/Subsidies Review		262
9.1 Legislation and Filing Requirements		262
1. Legislation and Enforcing Authorities		267
1.1 Merger Control Legislation		267
1.2 Legislation Relating to Particular Sectors		267
1.3 Enforcement Authorities		267
2. Jurisdiction		267
2.1 Notification		267
2.2 Failure to Notify		267
2.3 Types of Transactions		268
2.4 Definition of “Control”		268
2.5 Jurisdictional Thresholds		268
2.6 Calculations of Jurisdictional Thresholds		268
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		269
2.8 Foreign-to-Foreign Transactions		269
2.9 Market Share Jurisdictional Threshold		269
2.10 Joint Ventures		269
2.11 Power of Authorities to Investigate a Transaction		269
2.12 Requirement for Clearance Before Implementation		269
2.13 Penalties for the Implementation of a Transaction Before Clearance		270
2.14 Exceptions to Suspensive Effect		270
2.15 Circumstances Where Implementation Before Clearance Is Permitted		270
3. Procedure: Notification to Clearance		270
3.1 Deadlines for Notification		270
3.2 Type of Agreement Required Prior to Notification		270
3.3 Filing Fees		270
3.4 Parties Responsible for Filing		270
3.5 Information Included in a Filing		270
3.6 Penalties/Consequences of Incomplete Notification		271
3.7 Penalties/Consequences of Inaccurate or Misleading Information		271
3.8 Review Process		271
3.9 Pre-Notification Discussions With Authorities		271
3.10 Requests for Information During the Review Process		271
3.11 Accelerated Procedure		271
4. Substance of the Review		272
4.1 Substantive Test		272
4.2 Markets Affected by a Transaction		272
4.3 Reliance on Case Law		272
4.4 Competition Concerns		272
4.5 Economic Efficiencies		272
4.6 Non-Competition Issues		272
4.7 Special Consideration for Joint Ventures		272
5. Decision: Prohibitions and Remedies		273
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		273
5.2 Parties’ Ability to Negotiate Remedies		273
5.3 Legal Standard		273
5.4 Negotiating Remedies With Authorities		273
5.5 Conditions and Timing for Divestitures		273
5.6 Issuance of Decisions		273
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		274
6. Ancillary Restraints and Related Transactions		274
6.1 Clearance Decisions and Separate Notifications		274
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		274
7.1 Third-Party Rights		274
7.2 Contacting Third Parties		274
7.3 Confidentiality		274
7.4 Co-Operation With Other Jurisdictions		274
8. Appeals and Judicial Review		274
8.1 Access to Appeal and Judicial Review		274
8.2 Typical Timeline for Appeals		275
8.3 Ability of Third Parties to Appeal Clearance Decisions		275
9. Foreign Direct Investment/Subsidies Review		275
9.1 Legislation and Filing Requirements		275
1. Legislation and Enforcing Authorities		291
1.1 Merger Control Legislation		291
1.2 Legislation Relating to Particular Sectors		291
1.3 Enforcement Authorities		292
2. Jurisdiction		292
2.1 Notification		292
2.2 Failure to Notify		292
2.3 Types of Transactions		293
2.4 Definition of “Control”		293
2.5 Jurisdictional Thresholds		294
2.6 Calculations of Jurisdictional Thresholds		294
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		294
2.8 Foreign-to-Foreign Transactions		295
2.9 Market Share Jurisdictional Threshold		295
2.10 Joint Ventures		295
2.11 Power of Authorities to Investigate a Transaction		295
2.12 Requirement for Clearance Before Implementation		296
2.13 Penalties for the Implementation of a Transaction Before Clearance		296
2.14 Exceptions to Suspensive Effect		296
2.15 Circumstances Where Implementation Before Clearance Is Permitted		296
3. Procedure: Notification to Clearance		296
3.1 Deadlines for Notification		296
3.2 Type of Agreement Required Prior to Notification		297
3.3 Filing Fees		297
3.4 Parties Responsible for Filing		298
3.5 Information Included in a Filing		298
3.6 Penalties/Consequences of Incomplete Notification		299
3.7 Penalties/Consequences of Inaccurate or Misleading Information		299
3.8 Review Process		299
3.9 Pre-Notification Discussions With Authorities		299
3.10 Requests for Information During the Review Process		300
3.11 Accelerated Procedure		300
4. Substance of the Review		300
4.1 Substantive Test		300
4.2 Markets Affected by a Transaction		300
4.3 Reliance on Case Law		301
4.4 Competition Concerns		301
4.5 Economic Efficiencies		301
4.6 Non-Competition Issues		301
4.7 Special Consideration for Joint Ventures		301
5. Decision: Prohibitions and Remedies		302
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		302
5.2 Parties’ Ability to Negotiate Remedies		302
5.3 Legal Standard		302
5.4 Negotiating Remedies With Authorities		302
5.5 Conditions and Timing for Divestitures		303
5.6 Issuance of Decisions		303
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		303
6. Ancillary Restraints and Related Transactions		303
6.1 Clearance Decisions and Separate Notifications		303
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		304
7.1 Third-Party Rights		304
7.2 Contacting Third Parties		304
7.3 Confidentiality		304
7.4 Co-Operation With Other Jurisdictions		304
8. Appeals and Judicial Review		304
8.1 Access to Appeal and Judicial Review		304
8.2 Typical Timeline for Appeals		304
8.3 Ability of Third Parties to Appeal Clearance Decisions		305
9. Foreign Direct Investment/Subsidies Review		305
9.1 Legislation and Filing Requirements		305
1. Legislation and Enforcing Authorities		310
1.1 Merger Control Legislation		310
1.2 Legislation Relating to Particular Sectors		310
1.3 Enforcement Authorities		310
2. Jurisdiction		310
2.1 Notification		310
2.2 Failure to Notify		311
2.3 Types of Transactions		311
2.4 Definition of “Control”		312
2.5 Jurisdictional Thresholds		312
2.6 Calculations of Jurisdictional Thresholds		313
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		313
2.8 Foreign-to-Foreign Transactions		314
2.9 Market Share Jurisdictional Threshold		314
2.10 Joint Ventures		314
2.11 Power of Authorities to Investigate a Transaction		315
2.12 Requirement for Clearance Before Implementation		315
2.13 Penalties for the Implementation of a Transaction Before Clearance		315
2.14 Exceptions to Suspensive Effect		315
2.15 Circumstances Where Implementation Before Clearance Is Permitted		316
3. Procedure: Notification to Clearance		316
3.1 Deadlines for Notification		316
3.2 Type of Agreement Required Prior to Notification		316
3.3 Filing Fees		316
3.4 Parties Responsible for Filing		316
3.5 Information Included in a Filing		316
3.6 Penalties/Consequences of Incomplete Notification		317
3.7 Penalties/Consequences of Inaccurate or Misleading Information		317
3.8 Review Process		317
3.9 Pre-Notification Discussions With Authorities		318
3.10 Requests for Information During the Review Process		319
3.11 Accelerated Procedure		319
4. Substance of the Review		319
4.1 Substantive Test		319
4.2 Markets Affected by a Transaction		320
4.3 Reliance on Case Law		321
4.4 Competition Concerns		321
4.5 Economic Efficiencies		321
4.6 Non-Competition Issues		321
4.7 Special Consideration for Joint Ventures		322
5. Decision: Prohibitions and Remedies		322
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		322
5.2 Parties’ Ability to Negotiate Remedies		323
5.3 Legal Standard		323
5.4 Negotiating Remedies With Authorities		323
5.5 Conditions and Timing for Divestitures		323
5.6 Issuance of Decisions		323
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		324
6. Ancillary Restraints and Related Transactions		324
6.1 Clearance Decisions and Separate Notifications		324
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		324
7.1 Third-Party Rights		324
7.2 Contacting Third Parties		325
7.3 Confidentiality		325
7.4 Co-Operation With Other Jurisdictions		325
8. Appeals and Judicial Review		326
8.1 Access to Appeal and Judicial Review		326
8.2 Typical Timeline for Appeals		326
8.3 Ability of Third Parties to Appeal Clearance Decisions		326
9. Foreign Direct Investment/Subsidies Review		326
9.1 Legislation and Filing Requirements		326
1. Legislation and Enforcing Authorities		331
1.1 Merger Control Legislation		331
1.2 Legislation Relating to Particular Sectors		331
1.3 Enforcement Authorities		331
2. Jurisdiction		331
2.1 Notification		331
2.2 Failure to Notify		332
2.3 Types of Transactions		333
2.4 Definition of “Control”		333
2.5 Jurisdictional Thresholds		333
2.6 Calculations of Jurisdictional Thresholds		334
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		334
2.8 Foreign-to-Foreign Transactions		334
2.9 Market Share Jurisdictional Threshold		334
2.10 Joint Ventures		334
2.11 Power of Authorities to Investigate a Transaction		334
2.12 Requirement for Clearance Before Implementation		334
2.13 Penalties for the Implementation of a Transaction Before Clearance		334
2.14 Exceptions to Suspensive Effect		335
2.15 Circumstances Where Implementation Before Clearance Is Permitted		335
3. Procedure: Notification to Clearance		335
3.1 Deadlines for Notification		335
3.2 Type of Agreement Required Prior to Notification		335
3.3 Filing Fees		335
3.4 Parties Responsible for Filing		335
3.5 Information Included in a Filing		335
3.6 Penalties/Consequences of Incomplete Notification		337
3.7 Penalties/Consequences of Inaccurate or Misleading Information		337
3.8 Review Process		337
3.9 Pre-Notification Discussions With Authorities		338
3.10 Requests for Information During the Review Process		338
3.11 Accelerated Procedure		338
4. Substance of the Review		338
4.1 Substantive Test		338
4.2 Markets Affected by a Transaction		339
4.3 Reliance on Case Law		339
4.4 Competition Concerns		339
4.5 Economic Efficiencies		339
4.6 Non-Competition Issues		339
4.7 Special Consideration for Joint Ventures		339
5. Decision: Prohibitions and Remedies		340
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		340
5.2 Parties’ Ability to Negotiate Remedies		340
5.3 Legal Standard		340
5.4 Negotiating Remedies With Authorities		340
5.5 Conditions and Timing for Divestitures		340
5.6 Issuance of Decisions		340
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		340
6. Ancillary Restraints and Related Transactions		340
6.1 Clearance Decisions and Separate Notifications		340
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		341
7.1 Third-Party Rights		341
7.2 Contacting Third Parties		341
7.3 Confidentiality		341
7.4 Co-Operation With Other Jurisdictions		341
8. Appeals and Judicial Review		341
8.1 Access to Appeal and Judicial Review		341
8.2 Typical Timeline for Appeals		342
8.3 Ability of Third Parties to Appeal Clearance Decisions		342
9. Foreign Direct Investment/Subsidies Review		342
9.1 Legislation and Filing Requirements		342
1. Legislation and Enforcing Authorities		355
1.1 Merger Control Legislation		355
1.2 Legislation Relating to Particular Sectors		355
1.3 Enforcement Authorities		355
2. Jurisdiction		356
2.1 Notification		356
2.2 Failure to Notify		356
2.3 Types of Transactions		357
2.4 Definition of “Control”		357
2.5 Jurisdictional Thresholds		357
2.6 Calculations of Jurisdictional Thresholds		358
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		358
2.8 Foreign-to-Foreign Transactions		359
2.9 Market Share Jurisdictional Threshold		359
2.10 Joint Ventures		359
2.11 Power of Authorities to Investigate a Transaction		359
2.12 Requirement for Clearance Before Implementation		359
2.13 Penalties for the Implementation of a Transaction Before Clearance		359
2.14 Exceptions to Suspensive Effect		360
2.15 Circumstances Where Implementation Before Clearance Is Permitted		360
3. Procedure: Notification to Clearance		360
3.1 Deadlines for Notification		360
3.2 Type of Agreement Required Prior to Notification		360
3.3 Filing Fees		361
3.4 Parties Responsible for Filing		361
3.5 Information Included in a Filing		361
3.6 Penalties/Consequences of Incomplete Notification		361
3.7 Penalties/Consequences of Inaccurate or Misleading Information		362
3.8 Review Process		362
3.9 Pre-Notification Discussions With Authorities		363
3.10 Requests for Information During the Review Process		363
3.11 Accelerated Procedure		363
4. Substance of the Review		364
4.1 Substantive Test		364
4.2 Markets Affected by a Transaction		364
4.3 Reliance on Case Law		364
4.4 Competition Concerns		365
4.5 Economic Efficiencies		365
4.6 Non-Competition Issues		365
4.7 Special Consideration for Joint Ventures		365
5. Decision: Prohibitions and Remedies		365
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		365
5.2 Parties’ Ability to Negotiate Remedies		365
5.3 Legal Standard		366
5.4 Negotiating Remedies With Authorities		366
5.5 Conditions and Timing for Divestitures		366
5.6 Issuance of Decisions		366
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		366
6. Ancillary Restraints and Related Transactions		367
6.1 Clearance Decisions and Separate Notifications		367
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		367
7.1 Third-Party Rights		367
7.2 Contacting Third Parties		367
7.3 Confidentiality		367
7.4 Co-Operation With Other Jurisdictions		368
8. Appeals and Judicial Review		368
8.1 Access to Appeal and Judicial Review		368
8.2 Typical Timeline for Appeals		368
8.3 Ability of Third Parties to Appeal Clearance Decisions		368
9. Foreign Direct Investment/Subsidies Review		368
9.1 Legislation and Filing Requirements		368
1. Legislation and Enforcing Authorities		381
1.1 Merger Control Legislation		381
1.2 Legislation Relating to Particular Sectors		382
1.3 Enforcement Authorities		382
2. Jurisdiction		382
2.1 Notification		382
2.2 Failure to Notify		383
2.3 Types of Transactions		383
2.4 Definition of “Control”		384
2.5 Jurisdictional Thresholds		384
2.6 Calculations of Jurisdictional Thresholds		384
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		385
2.8 Foreign-to-Foreign Transactions		385
2.9 Market Share Jurisdictional Threshold		385
2.10 Joint Ventures		385
2.11 Power of Authorities to Investigate a Transaction		386
2.12 Requirement for Clearance Before Implementation		386
2.13 Penalties for the Implementation of a Transaction Before Clearance		386
2.14 Exceptions to Suspensive Effect		387
2.15 Circumstances Where Implementation Before Clearance Is Permitted		387
3. Procedure: Notification to Clearance		387
3.1 Deadlines for Notification		387
3.2 Type of Agreement Required Prior to Notification		387
3.3 Filing Fees		388
3.4 Parties Responsible for Filing		388
3.5 Information Included in a Filing		388
3.6 Penalties/Consequences of Incomplete Notification		389
3.7 Penalties/Consequences of Inaccurate or Misleading Information		389
3.8 Review Process		389
3.9 Pre-Notification Discussions With Authorities		389
3.10 Requests for Information During the Review Process		389
3.11 Accelerated Procedure		390
4. Substance of the Review		390
4.1 Substantive Test		390
4.2 Markets Affected by a Transaction		390
4.3 Reliance on Case Law		391
4.4 Competition Concerns		391
4.5 Economic Efficiencies		391
4.6 Non-Competition Issues		391
4.7 Special Consideration for Joint Ventures		391
5. Decision: Prohibitions and Remedies		392
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		392
5.2 Parties’ Ability to Negotiate Remedies		392
5.3 Legal Standard		392
5.4 Negotiating Remedies With Authorities		393
5.5 Conditions and Timing for Divestitures		393
5.6 Issuance of Decisions		393
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		393
6. Ancillary Restraints and Related Transactions		393
6.1 Clearance Decisions and Separate Notifications		393
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		394
7.1 Third-Party Rights		394
7.2 Contacting Third Parties		394
7.3 Confidentiality		394
7.4 Co-Operation With Other Jurisdictions		394
8. Appeals and Judicial Review		395
8.1 Access to Appeal and Judicial Review		395
8.2 Typical Timeline for Appeals		395
8.3 Ability of Third Parties to Appeal Clearance Decisions		395
9. Foreign Direct Investment/Subsidies Review		396
9.1 Legislation and Filing Requirements		396
1. Legislation and Enforcing Authorities		407
1.1 Merger Control Legislation		407
1.2 Legislation Relating to Particular Sectors		407
1.3 Enforcement Authorities		408
2. Jurisdiction		408
2.1 Notification		408
2.2 Failure to Notify		409
2.3 Types of Transactions		409
2.4 Definition of “Control”		410
2.5 Jurisdictional Thresholds		410
2.6 Calculations of Jurisdictional Thresholds		410
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		411
2.8 Foreign-to-Foreign Transactions		411
2.9 Market Share Jurisdictional Threshold		411
2.10 Joint Ventures		411
2.11 Power of Authorities to Investigate a Transaction		412
2.12 Requirement for Clearance Before Implementation		412
2.13 Penalties for the Implementation of a Transaction Before Clearance		412
2.14 Exceptions to Suspensive Effect		413
2.15 Circumstances Where Implementation Before Clearance Is Permitted		413
3. Procedure: Notification to Clearance		413
3.1 Deadlines for Notification		413
3.2 Type of Agreement Required Prior to Notification		413
3.3 Filing Fees		413
3.4 Parties Responsible for Filing		413
3.5 Information Included in a Filing		413
3.6 Penalties/Consequences of Incomplete Notification		414
3.7 Penalties/Consequences of Inaccurate or Misleading Information		414
3.8 Review Process		414
3.9 Pre-Notification Discussions With Authorities		415
3.10 Requests for Information During the Review Process		415
3.11 Accelerated Procedure		415
4. Substance of the Review		416
4.1 Substantive Test		416
4.2 Markets Affected by a Transaction		416
4.3 Reliance on Case Law		416
4.4 Competition Concerns		416
4.5 Economic Efficiencies		417
4.6 Non-Competition Issues		417
4.7 Special Consideration for Joint Ventures		418
5. Decision: Prohibitions and Remedies		418
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		418
5.2 Parties’ Ability to Negotiate Remedies		418
5.3 Legal Standard		418
5.4 Negotiating Remedies With Authorities		419
5.5 Conditions and Timing for Divestitures		419
5.6 Issuance of Decisions		420
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		420
6. Ancillary Restraints and Related Transactions		420
6.1 Clearance Decisions and Separate Notifications		420
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		421
7.1 Third-Party Rights		421
7.2 Contacting Third Parties		421
7.3 Confidentiality		421
7.4 Co-Operation With Other Jurisdictions		422
8. Appeals and Judicial Review		422
8.1 Access to Appeal and Judicial Review		422
8.2 Typical Timeline for Appeals		422
8.3 Ability of Third Parties to Appeal Clearance Decisions		422
9. Foreign Direct Investment/Subsidies Review		422
9.1 Legislation and Filing Requirements		422
1. Legislation and Enforcing Authorities		434
1.1 Merger Control Legislation		434
1.2 Legislation Relating to Particular Sectors		434
1.3 Enforcement Authorities		434
2. Jurisdiction		435
2.1 Notification		435
2.2 Failure to Notify		435
2.3 Types of Transactions		435
2.4 Definition of “Control”		436
2.5 Jurisdictional Thresholds		436
2.6 Calculations of Jurisdictional Thresholds		437
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		437
2.8 Foreign-to-Foreign Transactions		437
2.9 Market Share Jurisdictional Threshold		437
2.10 Joint Ventures		437
2.11 Power of Authorities to Investigate a Transaction		438
2.12 Requirement for Clearance Before Implementation		438
2.13 Penalties for the Implementation of a Transaction Before Clearance		439
2.14 Exceptions to Suspensive Effect		439
2.15 Circumstances Where Implementation Before Clearance Is Permitted		439
3. Procedure: Notification to Clearance		440
3.1 Deadlines for Notification		440
3.2 Type of Agreement Required Prior to Notification		440
3.3 Filing Fees		440
3.4 Parties Responsible for Filing		440
3.5 Information Included in a Filing		440
3.6 Penalties/Consequences of Incomplete Notification		441
3.7 Penalties/Consequences of Inaccurate or Misleading Information		441
3.8 Review Process		442
3.9 Pre-Notification Discussions With Authorities		443
3.10 Requests for Information During the Review Process		443
3.11 Accelerated Procedure		443
4. Substance of the Review		444
4.1 Substantive Test		444
4.2 Markets Affected by a Transaction		444
4.3 Reliance on Case Law		444
4.4 Competition Concerns		444
4.5 Economic Efficiencies		444
4.6 Non-Competition Issues		445
4.7 Special Consideration for Joint Ventures		445
5. Decision: Prohibitions and Remedies		445
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		445
5.2 Parties’ Ability to Negotiate Remedies		445
5.3 Legal Standard		446
5.4 Negotiating Remedies With Authorities		446
5.5 Conditions and Timing for Divestitures		446
5.6 Issuance of Decisions		446
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		447
6. Ancillary Restraints and Related Transactions		447
6.1 Clearance Decisions and Separate Notifications		447
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		447
7.1 Third-Party Rights		447
7.2 Contacting Third Parties		447
7.3 Confidentiality		448
7.4 Co-Operation With Other Jurisdictions		448
8. Appeals and Judicial Review		449
8.1 Access to Appeal and Judicial Review		449
8.2 Typical Timeline for Appeals		449
8.3 Ability of Third Parties to Appeal Clearance Decisions		449
9. Foreign Direct Investment/Subsidies Review		449
9.1 Legislation and Filing Requirements		449
1. Legislation and Enforcing Authorities		469
1.1 Merger Control Legislation		469
1.2 Legislation Relating to Particular Sectors		469
1.3 Enforcement Authorities		469
2. Jurisdiction		470
2.1 Notification		470
2.2 Failure to Notify		470
2.3 Types of Transactions		470
2.4 Definition of “Control”		471
2.5 Jurisdictional Thresholds		472
2.6 Calculations of Jurisdictional Thresholds		472
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		472
2.8 Foreign-to-Foreign Transactions		473
2.9 Market Share Jurisdictional Threshold		473
2.10 Joint Ventures		473
2.11 Power of Authorities to Investigate a Transaction		473
2.12 Requirement for Clearance Before Implementation		474
2.13 Penalties for the Implementation of a Transaction Before Clearance		474
2.14 Exceptions to Suspensive Effect		474
2.15 Circumstances Where Implementation Before Clearance Is Permitted		474
3. Procedure: Notification to Clearance		475
3.1 Deadlines for Notification		475
3.2 Type of Agreement Required Prior to Notification		475
3.3 Filing Fees		475
3.4 Parties Responsible for Filing		475
3.5 Information Included in a Filing		475
3.6 Penalties/Consequences of Incomplete Notification		476
3.7 Penalties/Consequences of Inaccurate or Misleading Information		476
3.8 Review Process		476
3.9 Pre-Notification Discussions With Authorities		477
3.10 Requests for Information During the Review Process		477
3.11 Accelerated Procedure		477
4. Substance of the Review		477
4.1 Substantive Test		477
4.2 Markets Affected by a Transaction		478
4.3 Reliance on Case Law		478
4.4 Competition Concerns		478
4.5 Economic Efficiencies		479
4.6 Non-Competition Issues		479
4.7 Special Consideration for Joint Ventures		479
5. Decision: Prohibitions and Remedies		479
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		479
5.2 Parties’ Ability to Negotiate Remedies		480
5.3 Legal Standard		480
5.4 Negotiating Remedies With Authorities		480
5.5 Conditions and Timing for Divestitures		481
5.6 Issuance of Decisions		481
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		482
6. Ancillary Restraints and Related Transactions		482
6.1 Clearance Decisions and Separate Notifications		482
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		482
7.1 Third-Party Rights		482
7.2 Contacting Third Parties		482
7.3 Confidentiality		482
7.4 Co-Operation With Other Jurisdictions		483
8. Appeals and Judicial Review		483
8.1 Access to Appeal and Judicial Review		483
8.2 Typical Timeline for Appeals		483
8.3 Ability of Third Parties to Appeal Clearance Decisions		483
9. Foreign Direct Investment/Subsidies Review		483
9.1 Legislation and Filing Requirements		483
1. Legislation and Enforcing Authorities		488
1.1 Merger Control Legislation		488
1.2 Legislation Relating to Particular Sectors		488
1.3 Enforcement Authorities		488
2. Jurisdiction		488
2.1 Notification		488
2.2 Failure to Notify		488
2.3 Types of Transactions		490
2.4 Definition of “Control”		490
2.5 Jurisdictional Thresholds		490
2.6 Calculations of Jurisdictional Thresholds		491
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		492
2.8 Foreign-to-Foreign Transactions		493
2.9 Market Share Jurisdictional Threshold		494
2.10 Joint Ventures		494
2.11 Power of Authorities to Investigate a Transaction		495
2.12 Requirement for Clearance Before Implementation		495
2.13 Penalties for the Implementation of a Transaction Before Clearance		496
2.14 Exceptions to Suspensive Effect		496
2.15 Circumstances Where Implementation Before Clearance Is Permitted		497
3. Procedure: Notification to Clearance		497
3.1 Deadlines for Notification		497
3.2 Type of Agreement Required Prior to Notification		498
3.3 Filing Fees		498
3.4 Parties Responsible for Filing		498
3.5 Information Included in a Filing		498
3.6 Penalties/Consequences of Incomplete Notification		499
3.7 Penalties/Consequences of Inaccurate or Misleading Information		499
3.8 Review Process		499
3.9 Pre-Notification Discussions With Authorities		500
3.10 Requests for Information During the Review Process		500
3.11 Accelerated Procedure		501
4. Substance of the Review		502
4.1 Substantive Test		502
4.2 Markets Affected by a Transaction		502
4.3 Reliance on Case Law		503
4.4 Competition Concerns		503
4.5 Economic Efficiencies		503
4.6 Non-Competition Issues		504
4.7 Special Consideration for Joint Ventures		504
5. Decision: Prohibitions and Remedies		504
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		504
5.2 Parties’ Ability to Negotiate Remedies		504
5.3 Legal Standard		505
5.4 Negotiating Remedies With Authorities		505
5.5 Conditions and Timing for Divestitures		505
5.6 Issuance of Decisions		506
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		506
6. Ancillary Restraints and Related Transactions		506
6.1 Clearance Decisions and Separate Notifications		506
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		506
7.1 Third-Party Rights		506
7.2 Contacting Third Parties		506
7.3 Confidentiality		506
7.4 Co-Operation With Other Jurisdictions		507
8. Appeals and Judicial Review		507
8.1 Access to Appeal and Judicial Review		507
8.2 Typical Timeline for Appeals		507
8.3 Ability of Third Parties to Appeal Clearance Decisions		508
9. Foreign Direct Investment/Subsidies Review		508
9.1 Legislation and Filing Requirements		508
1. Legislation and Enforcing Authorities		520
1.1 Merger Control Legislation		520
1.2 Legislation Relating to Particular Sectors		520
1.3 Enforcement Authorities		521
2. Jurisdiction		521
2.1 Notification		521
2.2 Failure to Notify		521
2.3 Types of Transactions		522
2.4 Definition of “Control”		522
2.5 Jurisdictional Thresholds		523
2.6 Calculations of Jurisdictional Thresholds		523
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		523
2.8 Foreign-to-Foreign Transactions		524
2.9 Market Share Jurisdictional Threshold		524
2.10 Joint Ventures		524
2.11 Power of Authorities to Investigate a Transaction		525
2.12 Requirement for Clearance Before Implementation		525
2.13 Penalties for the Implementation of a Transaction Before Clearance		525
2.14 Exceptions to Suspensive Effect		526
2.15 Circumstances Where Implementation Before Clearance Is Permitted		526
3. Procedure: Notification to Clearance		526
3.1 Deadlines for Notification		526
3.2 Type of Agreement Required Prior to Notification		527
3.3 Filing Fees		527
3.4 Parties Responsible for Filing		527
3.5 Information Included in a Filing		527
3.6 Penalties/Consequences of Incomplete Notification		528
3.7 Penalties/Consequences of Inaccurate or Misleading Information		528
3.8 Review Process		528
3.9 Pre-Notification Discussions With Authorities		528
3.10 Requests for Information During the Review Process		529
3.11 Accelerated Procedure		530
4. Substance of the Review		530
4.1 Substantive Test		530
4.2 Markets Affected by a Transaction		530
4.3 Reliance on Case Law		530
4.4 Competition Concerns		530
4.5 Economic Efficiencies		531
4.6 Non-Competition Issues		532
4.7 Special Consideration for Joint Ventures		533
5. Decision: Prohibitions and Remedies		533
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		533
5.2 Parties’ Ability to Negotiate Remedies		533
5.3 Legal Standard		534
5.4 Negotiating Remedies With Authorities		534
5.5 Conditions and Timing for Divestitures		535
5.6 Issuance of Decisions		535
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		535
6. Ancillary Restraints and Related Transactions		536
6.1 Clearance Decisions and Separate Notifications		536
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		536
7.1 Third-Party Rights		536
7.2 Contacting Third Parties		536
7.3 Confidentiality		537
7.4 Co-Operation With Other Jurisdictions		537
8. Appeals and Judicial Review		538
8.1 Access to Appeal and Judicial Review		538
8.2 Typical Timeline for Appeals		539
8.3 Ability of Third Parties to Appeal Clearance Decisions		539
9. Foreign Direct Investment/Subsidies Review		539
9.1 Legislation and Filing Requirements		539
1. Legislation and Enforcing Authorities		544
1.1 Merger Control Legislation		544
1.2 Legislation Relating to Particular Sectors		544
1.3 Enforcement Authorities		544
2. Jurisdiction		544
2.1 Notification		544
2.2 Failure to Notify		544
2.3 Types of Transactions		545
2.4 Definition of “Control”		545
2.5 Jurisdictional Thresholds		546
2.6 Calculations of Jurisdictional Thresholds		546
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		546
2.8 Foreign-to-Foreign Transactions		547
2.9 Market Share Jurisdictional Threshold		547
2.10 Joint Ventures		547
2.11 Power of Authorities to Investigate a Transaction		547
2.12 Requirement for Clearance Before Implementation		548
2.13 Penalties for the Implementation of a Transaction Before Clearance		548
2.14 Exceptions to Suspensive Effect		548
2.15 Circumstances Where Implementation Before Clearance Is Permitted		548
3. Procedure: Notification to Clearance		548
3.1 Deadlines for Notification		548
3.2 Type of Agreement Required Prior to Notification		548
3.3 Filing Fees		549
3.4 Parties Responsible for Filing		549
3.5 Information Included in a Filing		549
3.6 Penalties/Consequences of Incomplete Notification		549
3.7 Penalties/Consequences of Inaccurate or Misleading Information		549
3.8 Review Process		549
3.9 Pre-Notification Discussions With Authorities		550
3.10 Requests for Information During the Review Process		550
3.11 Accelerated Procedure		550
4. Substance of the Review		551
4.1 Substantive Test		551
4.2 Markets Affected by a Transaction		551
4.3 Reliance on Case Law		551
4.4 Competition Concerns		551
4.5 Economic Efficiencies		552
4.6 Non-Competition Issues		552
4.7 Special Consideration for Joint Ventures		552
5. Decision: Prohibitions and Remedies		552
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		552
5.2 Parties’ Ability to Negotiate Remedies		552
5.3 Legal Standard		553
5.4 Negotiating Remedies With Authorities		553
5.5 Conditions and Timing for Divestitures		553
5.6 Issuance of Decisions		554
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		554
6. Ancillary Restraints and Related Transactions		554
6.1 Clearance Decisions and Separate Notifications		554
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		554
7.1 Third-Party Rights		554
7.2 Contacting Third Parties		554
7.3 Confidentiality		555
7.4 Co-Operation With Other Jurisdictions		555
8. Appeals and Judicial Review		556
8.1 Access to Appeal and Judicial Review		556
8.2 Typical Timeline for Appeals		556
8.3 Ability of Third Parties to Appeal Clearance Decisions		556
9. Foreign Direct Investment/Subsidies Review		556
9.1 Legislation and Filing Requirements		556
1. Legislation and Enforcing Authorities		562
1.1 Merger Control Legislation		562
1.2 Legislation Relating to Particular Sectors		562
1.3 Enforcement Authorities		563
2. Jurisdiction		563
2.1 Notification		563
2.2 Failure to Notify		563
2.3 Types of Transactions		563
2.4 Definition of “Control”		564
2.5 Jurisdictional Thresholds		564
2.6 Calculations of Jurisdictional Thresholds		564
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		565
2.8 Foreign-to-Foreign Transactions		565
2.9 Market Share Jurisdictional Threshold		565
2.10 Joint Ventures		565
2.11 Power of Authorities to Investigate a Transaction		566
2.12 Requirement for Clearance Before Implementation		566
2.13 Penalties for the Implementation of a Transaction Before Clearance		566
2.14 Exceptions to Suspensive Effect		566
2.15 Circumstances Where Implementation Before Clearance Is Permitted		566
3. Procedure: Notification to Clearance		567
3.1 Deadlines for Notification		567
3.2 Type of Agreement Required Prior to Notification		567
3.3 Filing Fees		567
3.4 Parties Responsible for Filing		567
3.5 Information Included in a Filing		567
3.6 Penalties/Consequences of Incomplete Notification		568
3.7 Penalties/Consequences of Inaccurate or Misleading Information		568
3.8 Review Process		568
3.9 Pre-Notification Discussions With Authorities		568
3.10 Requests for Information During the Review Process		568
3.11 Accelerated Procedure		569
4. Substance of the Review		569
4.1 Substantive Test		569
4.2 Markets Affected by a Transaction		569
4.3 Reliance on Case Law		569
4.4 Competition Concerns		570
4.5 Economic Efficiencies		570
4.6 Non-Competition Issues		570
4.7 Special Consideration for Joint Ventures		571
5. Decision: Prohibitions and Remedies		571
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		571
5.2 Parties’ Ability to Negotiate Remedies		571
5.3 Legal Standard		571
5.4 Negotiating Remedies With Authorities		571
5.5 Conditions and Timing for Divestitures		571
5.6 Issuance of Decisions		572
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		572
6. Ancillary Restraints and Related Transactions		572
6.1 Clearance Decisions and Separate Notifications		572
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		572
7.1 Third-Party Rights		572
7.2 Contacting Third Parties		572
7.3 Confidentiality		573
7.4 Co-Operation With Other Jurisdictions		573
8. Appeals and Judicial Review		573
8.1 Access to Appeal and Judicial Review		573
8.2 Typical Timeline for Appeals		573
8.3 Ability of Third Parties to Appeal Clearance Decisions		573
9. Foreign Direct Investment/Subsidies Review		574
9.1 Legislation and Filing Requirements		574
1. Legislation and Enforcing Authorities		579
1.1 Merger Control Legislation		579
1.2 Legislation Relating to Particular Sectors		580
1.3 Enforcement Authorities		580
2. Jurisdiction		580
2.1 Notification		580
2.2 Failure to Notify		581
2.3 Types of Transactions		581
2.4 Definition of “Control”		582
2.5 Jurisdictional Thresholds		582
2.6 Calculations of Jurisdictional Thresholds		583
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		583
2.8 Foreign-to-Foreign Transactions		583
2.9 Market Share Jurisdictional Threshold		584
2.10 Joint Ventures		584
2.11 Power of Authorities to Investigate a Transaction		584
2.12 Requirement for Clearance Before Implementation		584
2.13 Penalties for the Implementation of a Transaction Before Clearance		584
2.14 Exceptions to Suspensive Effect		584
2.15 Circumstances Where Implementation Before Clearance Is Permitted		584
3. Procedure: Notification to Clearance		584
3.1 Deadlines for Notification		584
3.2 Type of Agreement Required Prior to Notification		585
3.3 Filing Fees		585
3.4 Parties Responsible for Filing		585
3.5 Information Included in a Filing		585
3.6 Penalties/Consequences of Incomplete Notification		586
3.7 Penalties/Consequences of Inaccurate or Misleading Information		586
3.8 Review Process		587
3.9 Pre-Notification Discussions With Authorities		587
3.10 Requests for Information During the Review Process		587
3.11 Accelerated Procedure		587
4. Substance of the Review		588
4.1 Substantive Test		588
4.2 Markets Affected by a Transaction		588
4.3 Reliance on Case Law		588
4.4 Competition Concerns		588
4.5 Economic Efficiencies		589
4.6 Non-Competition Issues		589
4.7 Special Consideration for Joint Ventures		589
5. Decision: Prohibitions and Remedies		589
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		589
5.2 Parties’ Ability to Negotiate Remedies		590
5.3 Legal Standard		590
5.4 Negotiating Remedies With Authorities		590
5.5 Conditions and Timing for Divestitures		591
5.6 Issuance of Decisions		591
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		591
6. Ancillary Restraints and Related Transactions		591
6.1 Clearance Decisions and Separate Notifications		591
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		591
7.1 Third-Party Rights		591
7.2 Contacting Third Parties		592
7.3 Confidentiality		592
7.4 Co-Operation With Other Jurisdictions		592
8. Appeals and Judicial Review		592
8.1 Access to Appeal and Judicial Review		592
8.2 Typical Timeline for Appeals		593
8.3 Ability of Third Parties to Appeal Clearance Decisions		593
9. Foreign Direct Investment/Subsidies Review		593
9.1 Legislation and Filing Requirements		593
1. Legislation and Enforcing Authorities		604
1.1 Merger Control Legislation		604
1.2 Legislation Relating to Particular Sectors		604
1.3 Enforcement Authorities		604
2. Jurisdiction		605
2.1 Notification		605
2.2 Failure to Notify		605
2.3 Types of Transactions		605
2.4 Definition of “Control”		605
2.5 Jurisdictional Thresholds		606
2.6 Calculations of Jurisdictional Thresholds		606
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		606
2.8 Foreign-to-Foreign Transactions		606
2.9 Market Share Jurisdictional Threshold		606
2.10 Joint Ventures		606
2.11 Power of Authorities to Investigate a Transaction		607
2.12 Requirement for Clearance Before Implementation		607
2.13 Penalties for the Implementation of a Transaction Before Clearance		607
2.14 Exceptions to Suspensive Effect		607
2.15 Circumstances Where Implementation Before Clearance Is Permitted		607
3. Procedure: Notification to Clearance		607
3.1 Deadlines for Notification		607
3.2 Type of Agreement Required Prior to Notification		607
3.3 Filing Fees		608
3.4 Parties Responsible for Filing		608
3.5 Information Included in a Filing		608
3.6 Penalties/Consequences of Incomplete Notification		608
3.7 Penalties/Consequences of Inaccurate or Misleading Information		608
3.8 Review Process		608
3.9 Pre-Notification Discussions With Authorities		609
3.10 Requests for Information During the Review Process		609
3.11 Accelerated Procedure		609
4. Substance of the Review		609
4.1 Substantive Test		609
4.2 Markets Affected by a Transaction		609
4.3 Reliance on Case Law		610
4.4 Competition Concerns		610
4.5 Economic Efficiencies		610
4.6 Non-Competition Issues		610
4.7 Special Consideration for Joint Ventures		610
5. Decision: Prohibitions and Remedies		610
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		610
5.2 Parties’ Ability to Negotiate Remedies		611
5.3 Legal Standard		611
5.4 Negotiating Remedies With Authorities		611
5.5 Conditions and Timing for Divestitures		611
5.6 Issuance of Decisions		611
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		611
6. Ancillary Restraints and Related Transactions		611
6.1 Clearance Decisions and Separate Notifications		611
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		612
7.1 Third-Party Rights		612
7.2 Contacting Third Parties		612
7.3 Confidentiality		612
7.4 Co-Operation With Other Jurisdictions		612
8. Appeals and Judicial Review		612
8.1 Access to Appeal and Judicial Review		612
8.2 Typical Timeline for Appeals		612
8.3 Ability of Third Parties to Appeal Clearance Decisions		612
9. Foreign Direct Investment/Subsidies Review		612
9.1 Legislation and Filing Requirements		612
1. Legislation and Enforcing Authorities		617
1.1 Merger Control Legislation		617
1.2 Legislation Relating to Particular Sectors		617
1.3 Enforcement Authorities		618
2. Jurisdiction		618
2.1 Notification		618
2.2 Failure to Notify		619
2.3 Types of Transactions		620
2.4 Definition of “Control”		620
2.5 Jurisdictional Thresholds		621
2.6 Calculations of Jurisdictional Thresholds		621
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		622
2.8 Foreign-to-Foreign Transactions		623
2.9 Market Share Jurisdictional Threshold		623
2.10 Joint Ventures		623
2.11 Power of Authorities to Investigate a Transaction		623
2.12 Requirement for Clearance Before Implementation		624
2.13 Penalties for the Implementation of a Transaction Before Clearance		624
2.14 Exceptions to Suspensive Effect		624
2.15 Circumstances Where Implementation Before Clearance Is Permitted		624
3. Procedure: Notification to Clearance		625
3.1 Deadlines for Notification		625
3.2 Type of Agreement Required Prior to Notification		625
3.3 Filing Fees		625
3.4 Parties Responsible for Filing		625
3.5 Information Included in a Filing		625
3.6 Penalties/Consequences of Incomplete Notification		626
3.7 Penalties/Consequences of Inaccurate or Misleading Information		626
3.8 Review Process		626
3.9 Pre-Notification Discussions With Authorities		626
3.10 Requests for Information During the Review Process		626
3.11 Accelerated Procedure		626
4. Substance of the Review		627
4.1 Substantive Test		627
4.2 Markets Affected by a Transaction		627
4.3 Reliance on Case Law		627
4.4 Competition Concerns		627
4.5 Economic Efficiencies		628
4.6 Non-Competition Issues		628
4.7 Special Consideration for Joint Ventures		628
5. Decision: Prohibitions and Remedies		628
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		628
5.2 Parties’ Ability to Negotiate Remedies		629
5.3 Legal Standard		630
5.4 Negotiating Remedies With Authorities		630
5.5 Conditions and Timing for Divestitures		631
5.6 Issuance of Decisions		631
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		631
6. Ancillary Restraints and Related Transactions		631
6.1 Clearance Decisions and Separate Notifications		631
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		632
7.1 Third-Party Rights		632
7.2 Contacting Third Parties		632
7.3 Confidentiality		632
7.4 Co-Operation With Other Jurisdictions		633
8. Appeals and Judicial Review		633
8.1 Access to Appeal and Judicial Review		633
8.2 Typical Timeline for Appeals		634
8.3 Ability of Third Parties to Appeal Clearance Decisions		634
9. Foreign Direct Investment/Subsidies Review		634
9.1 Legislation and Filing Requirements		634
1. Legislation and Enforcing Authorities		645
1.1 Merger Control Legislation		645
1.2 Legislation Relating to Particular Sectors		646
1.3 Enforcement Authorities		647
2. Jurisdiction		647
2.1 Notification		647
2.2 Failure to Notify		648
2.3 Types of Transactions		648
2.4 Definition of “Control”		650
2.5 Jurisdictional Thresholds		650
2.6 Calculations of Jurisdictional Thresholds		651
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		651
2.8 Foreign-to-Foreign Transactions		652
2.9 Market Share Jurisdictional Threshold		652
2.10 Joint Ventures		652
2.11 Power of Authorities to Investigate a Transaction		652
2.12 Requirement for Clearance Before Implementation		653
2.13 Penalties for the Implementation of a Transaction Before Clearance		653
2.14 Exceptions to Suspensive Effect		653
2.15 Circumstances Where Implementation Before Clearance Is Permitted		653
3. Procedure: Notification to Clearance		653
3.1 Deadlines for Notification		653
3.2 Type of Agreement Required Prior to Notification		654
3.3 Filing Fees		654
3.4 Parties Responsible for Filing		654
3.5 Information Included in a Filing		654
3.6 Penalties/Consequences of Incomplete Notification		655
3.7 Penalties/Consequences of Inaccurate or Misleading Information		655
3.8 Review Process		655
3.9 Pre-Notification Discussions With Authorities		656
3.10 Requests for Information During the Review Process		656
3.11 Accelerated Procedure		657
4. Substance of the Review		657
4.1 Substantive Test		657
4.2 Markets Affected by a Transaction		657
4.3 Reliance on Case Law		657
4.4 Competition Concerns		657
4.5 Economic Efficiencies		657
4.6 Non-Competition Issues		657
4.7 Special Consideration for Joint Ventures		658
5. Decision: Prohibitions and Remedies		658
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		658
5.2 Parties’ Ability to Negotiate Remedies		659
5.3 Legal Standard		659
5.4 Negotiating Remedies With Authorities		659
5.5 Conditions and Timing for Divestitures		659
5.6 Issuance of Decisions		660
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		660
6. Ancillary Restraints and Related Transactions		660
6.1 Clearance Decisions and Separate Notifications		660
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		660
7.1 Third-Party Rights		660
7.2 Contacting Third Parties		661
7.3 Confidentiality		661
7.4 Co-Operation With Other Jurisdictions		661
8. Appeals and Judicial Review		661
8.1 Access to Appeal and Judicial Review		661
8.2 Typical Timeline for Appeals		662
8.3 Ability of Third Parties to Appeal Clearance Decisions		662
9. Foreign Direct Investment/Subsidies Review		662
9.1 Legislation and Filing Requirements		662
1. Legislation and Enforcing Authorities		666
1.1 Merger Control Legislation		666
1.2 Legislation Relating to Particular Sectors		666
1.3 Enforcement Authorities		667
2. Jurisdiction		667
2.1 Notification		667
2.2 Failure to Notify		668
2.3 Types of Transactions		668
2.4 Definition of “Control”		669
2.5 Jurisdictional Thresholds		669
2.6 Calculations of Jurisdictional Thresholds		670
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		671
2.8 Foreign-to-Foreign Transactions		672
2.9 Market Share Jurisdictional Threshold		672
2.10 Joint Ventures		672
2.11 Power of Authorities to Investigate a Transaction		672
2.12 Requirement for Clearance Before Implementation		672
2.13 Penalties for the Implementation of a Transaction Before Clearance		673
2.14 Exceptions to Suspensive Effect		673
2.15 Circumstances Where Implementation Before Clearance Is Permitted		673
3. Procedure: Notification to Clearance		674
3.1 Deadlines for Notification		674
3.2 Type of Agreement Required Prior to Notification		674
3.3 Filing Fees		674
3.4 Parties Responsible for Filing		674
3.5 Information Included in a Filing		674
3.6 Penalties/Consequences of Incomplete Notification		675
3.7 Penalties/Consequences of Inaccurate or Misleading Information		675
3.8 Review Process		675
3.9 Pre-Notification Discussions With Authorities		676
3.10 Requests for Information During the Review Process		677
3.11 Accelerated Procedure		677
4. Substance of the Review		677
4.1 Substantive Test		677
4.2 Markets Affected by a Transaction		678
4.3 Reliance on Case Law		679
4.4 Competition Concerns		679
4.5 Economic Efficiencies		679
4.6 Non-Competition Issues		679
4.7 Special Consideration for Joint Ventures		680
5. Decision: Prohibitions and Remedies		680
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		680
5.2 Parties’ Ability to Negotiate Remedies		680
5.3 Legal Standard		680
5.4 Negotiating Remedies With Authorities		680
5.5 Conditions and Timing for Divestitures		683
5.6 Issuance of Decisions		684
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		684
6. Ancillary Restraints and Related Transactions		684
6.1 Clearance Decisions and Separate Notifications		684
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		684
7.1 Third-Party Rights		684
7.2 Contacting Third Parties		685
7.3 Confidentiality		685
7.4 Co-Operation With Other Jurisdictions		685
8. Appeals and Judicial Review		686
8.1 Access to Appeal and Judicial Review		686
8.2 Typical Timeline for Appeals		686
8.3 Ability of Third Parties to Appeal Clearance Decisions		686
9. Foreign Direct Investment/Subsidies Review		686
9.1 Legislation and Filing Requirements		686
1. Legislation and Enforcing Authorities		692
1.1 Merger Control Legislation		692
1.2 Legislation Relating to Particular Sectors		692
1.3 Enforcement Authorities		693
2. Jurisdiction		693
2.1 Notification		693
2.2 Failure to Notify		693
2.3 Types of Transactions		693
2.4 Definition of “Control”		694
2.5 Jurisdictional Thresholds		695
2.6 Calculations of Jurisdictional Thresholds		695
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		696
2.8 Foreign-to-Foreign Transactions		696
2.9 Market Share Jurisdictional Threshold		696
2.10 Joint Ventures		697
2.11 Power of Authorities to Investigate a Transaction		697
2.12 Requirement for Clearance Before Implementation		697
2.13 Penalties for the Implementation of a Transaction Before Clearance		697
2.14 Exceptions to Suspensive Effect		697
2.15 Circumstances Where Implementation Before Clearance Is Permitted		697
3. Procedure: Notification to Clearance		697
3.1 Deadlines for Notification		697
3.2 Type of Agreement Required Prior to Notification		698
3.3 Filing Fees		698
3.4 Parties Responsible for Filing		698
3.5 Information Included in a Filing		698
3.6 Penalties/Consequences of Incomplete Notification		699
3.7 Penalties/Consequences of Inaccurate or Misleading Information		699
3.8 Review Process		699
3.9 Pre-Notification Discussions With Authorities		700
3.10 Requests for Information During the Review Process		700
3.11 Accelerated Procedure		701
4. Substance of the Review		701
4.1 Substantive Test		701
4.2 Markets Affected by a Transaction		701
4.3 Reliance on Case Law		701
4.4 Competition Concerns		702
4.5 Economic Efficiencies		702
4.6 Non-Competition Issues		702
4.7 Special Consideration for Joint Ventures		702
5. Decision: Prohibitions and Remedies		703
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		703
5.2 Parties’ Ability to Negotiate Remedies		703
5.3 Legal Standard		703
5.4 Negotiating Remedies With Authorities		703
5.5 Conditions and Timing for Divestitures		703
5.6 Issuance of Decisions		704
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		704
6. Ancillary Restraints and Related Transactions		704
6.1 Clearance Decisions and Separate Notifications		704
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		705
7.1 Third-Party Rights		705
7.2 Contacting Third Parties		705
7.3 Confidentiality		705
7.4 Co-Operation With Other Jurisdictions		705
8. Appeals and Judicial Review		706
8.1 Access to Appeal and Judicial Review		706
8.2 Typical Timeline for Appeals		706
8.3 Ability of Third Parties to Appeal Clearance Decisions		706
9. Foreign Direct Investment/Subsidies Review		706
9.1 Legislation and Filing Requirements		706
1. Legislation and Enforcing Authorities		710
1.1 Merger Control Legislation		710
1.2 Legislation Relating to Particular Sectors		711
1.3 Enforcement Authorities		711
2. Jurisdiction		712
2.1 Notification		712
2.2 Failure to Notify		712
2.3 Types of Transactions		712
2.4 Definition of “Control”		712
2.5 Jurisdictional Thresholds		713
2.6 Calculations of Jurisdictional Thresholds		714
2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds		715
2.8 Foreign-to-Foreign Transactions		715
2.9 Market Share Jurisdictional Threshold		716
2.10 Joint Ventures		716
2.11 Power of Authorities to Investigate a Transaction		716
2.12 Requirement for Clearance Before Implementation		716
2.13 Penalties for the Implementation of a Transaction Before Clearance		717
2.14 Exceptions to Suspensive Effect		717
2.15 Circumstances Where Implementation Before Clearance Is Permitted		717
3. Procedure: Notification to Clearance		717
3.1 Deadlines for Notification		717
3.2 Type of Agreement Required Prior to Notification		717
3.3 Filing Fees		718
3.4 Parties Responsible for Filing		718
3.5 Information Included in a Filing		718
3.6 Penalties/Consequences of Incomplete Notification		719
3.7 Penalties/Consequences of Inaccurate or Misleading Information		719
3.8 Review Process		719
3.9 Pre-Notification Discussions With Authorities		720
3.10 Requests for Information During the Review Process		720
3.11 Accelerated Procedure		721
4. Substance of the Review		721
4.1 Substantive Test		721
4.2 Markets Affected by a Transaction		721
4.3 Reliance on Case Law		722
4.4 Competition Concerns		722
4.5 Economic Efficiencies		722
4.6 Non-Competition Issues		722
4.7 Special Consideration for Joint Ventures		722
5. Decision: Prohibitions and Remedies		723
5.1 Authorities’ Ability to Prohibit or Interfere With Transactions		723
5.2 Parties’ Ability to Negotiate Remedies		723
5.3 Legal Standard		724
5.4 Negotiating Remedies With Authorities		724
5.5 Conditions and Timing for Divestitures		725
5.6 Issuance of Decisions		725
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions		725
6. Ancillary Restraints and Related Transactions		725
6.1 Clearance Decisions and Separate Notifications		725
7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation		726
7.1 Third-Party Rights		726
7.2 Contacting Third Parties		726
7.3 Confidentiality		726
7.4 Co-Operation With Other Jurisdictions		726
8. Appeals and Judicial Review		727
8.1 Access to Appeal and Judicial Review		727
8.2 Typical Timeline for Appeals		727
8.3 Ability of Third Parties to Appeal Clearance Decisions		727
9. Foreign Direct Investment/Subsidies Review		727
9.1 Legislation and Filing Requirements		727

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