CPI Asia Column edited by Vanessa Yanhua Zhang (Global Economics Group) present:
Merger control filing issues regarding transactions involving multi-steps arrangement
By Wei Huang[1], Guizhen Han[2], Chang Gao[3] (Tian Yuan Law Firm)
As one of the most common types of transactions, transactions involving multi-steps arrangement have been widely adopted in M&A deals. According to the Anti-monopoly Law of China (“AML”), transactions that constitute concentration and fulfill the thresholds for filing merger control are required to notify to the MOFCOM before the concentration is implemented. However, several recent transactions[4] involving multi-steps arrangement such as Meinian Onehealth/Ciming Checkup have been challenged by the Ministry of Commerce (“MOFCOM”) and corresponding filing parties were penalized for failing to file merger control according to AML (“gun-jumping”), and these cases shall ring the bell for parties of similar arrangement to consider more carefully about these following questions: whether the transaction involves one concentration, thereby one merger filing is required, or involves several concentration, thereby several merger filing is required? what is the appropriate time to file merger control to the MOFCOM? In this article, we would like to present and analyze recent typical transactions involving multi-steps arrangement that were penalized by the MOFCOM for gun-jumping, discuss about relevant regulations in EU compet
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