8 - Merger Control Flashcards
What is the top-tier legislation governing China’s merger control regime?
Anti monopoly law of the people’s republic of china
Who is China’s merger control regulator?
SAMR - State Admin for Mkt Regulation
What is the fine if failure to notify SAMR?
RMB500k and order to unwind
Which M&A transactions require a merger control filing in China?
Merger of undertakings
acquiring control by acquiring shares/assets
decisive influence/control
What are the jurisdictional thresholds in china?
Prior year global turnover for all companies > RMB 10B
Prior year turnover of at least two companies within China of RMB 400M
or
Prior year China turnover for all companies > RMB 2B
Prior year turnover of at least two companies within China of RMB 400M
What is the substantive test applied to assess whether or not to clear the merger?
Does the concentration of companies has or may have an effect of elimination or restricting competition (definition of market is critical)
Why did Bident bar US investment in the Chines companies?
Due to alleged ties to the countries military surveillance efforts
Chines investment requiring CFIUS review have ____ as the US scrutinizes those transactions aggressively and rules governing interactions with Chinese military industrial complex companies have been revamped
declined
Is approval required before a deal can close in China?
yes
How long can merger control in China take?
30days - 6 months
What is the US merger control in the US?
Heart-Scott-Rodino
Unless an exemption applies, premerger notification is required if your transaction meets three tests in the US
- Commerce test - is always yes
- Size of transaction <$50M = No, >$200M = yes, in between, yes if size of person is met
- Size of person - one has sales or assets greater than $100M and other has $10M
