Failure To File Reportable Mergers – Update from China

Like many other jurisdictions, China has a system of compulsory pre-closing merger control. Like other jurisdictions, the Chinese antitrust authority – the State Administration for Market Regulation (“SAMR”) – investigates and punishes companies for failing to file reportable transactions. Quite unique to China, in contrast, is that companies are queuing up before SAMR to get fined. Why? This paper will take a deep look at China’s failure-to-file decisions and reply to this and other questions.

By Jet Deng & Adrian Emch¹

Like many other jurisdictions, China has a system of compulsory pre-closing merger control. Like other jurisdictions, the Chinese antitrust authority – the State Administration for Market Regulation (“SAMR”) – investigates and punishes companies for failing to file reportable transactions.

Quite unique to China, in contrast, is that companies are queuing up before SAMR to get fined. Why?

This paper will take a deep look at China’s failure-to-file decisions and reply to this and other questions.

I. INTRODUCTION

Chinese antitrust enforcement under the Anti-Monopoly Law (“AML”) has visibly gained pace since the end of 2020. Some would even say Chinese antitrust has entered into a “new area.”² A key reason for the increased antitrust enforcement was the high-level backing which top leaders voiced for antitrust enforcement. For example, on December 11, 2020, President Xi Jinping presided over a top-level