New Developments in China Merger Review

The Chinese competition authority went through a major restructuring in November 2021. The Anti-Monopoly Bureau under the State Administration for Market Regulation (“SAMR”) was expanded to three separate bureaus to cover respectively conduct investigation, merger review and competition policy, which together constitute the new independent State Anti-Monopoly Bureau (“SAMB”) within SAMR. Looking back on the merger review cases during the past few years (2018-2022), there are some notable new trends: (1) SAMR appears to be more likely to find competition concerns in vertical and conglomerate mergers than competition authorities in other major jurisdictions; (2) FRAND supply commitments to Chinese customers have become common in most conduct remedy cases; (3) SAMR has embraced a new behavioral remedy of helping a third party to enter the market; and (4) SAMR is less willing to allow automatic sunset clauses after an initial remedy term and instead often requires parties to apply at some certain points in the future for and justify termination of the remedy conditions based on changed market conditions.

Yizhe Zhang & Peter Wang^[1]

I. INTRODUCTION

This article summarizes several new trends in merger review by the Chinese competition authority — SAMR — that have emerged over the past 4 years (2018-2022).^[2] These include the increased concern regarding conglomerate effects, the expansive use of FRAND commitments, the introduction of a new type of behavioral