shut

Question 1

no DASH OR DASH enter into a combination which causes or is likely to cause an
appreciable adverse effect on competition within the ———– and such a combination shall be —–
(2) Subject to the provisions contained in sub-section (1), any
person or enterprise, who or which proposes to enter into a
combination, 40[shall] give notice to the Commission, in the —– as
may be specified, and the fee which may be determined, by
——s, disclosing the details of the proposed combination, 41[after
any of the following, but before consummation of the combination]—

Answer 1

person/enterpise
relevant market in
India
void
form - specified
fee - rgeulations

Question 2

a) approval of the —– relating to merger or amalgamation,
referred to in clause (c) 42[and clause (d)] of Section 5, by the
————— concerned with such
merger or amalgamation, as the case may be;
(b) execution of any —– or other document for —–
referred to in clause (a) [and clause (d)] of Section 5 or
acquiring of —- referred to in clause (b) of that section.
44[Explanation.—For the purposes of this sub-section, “other
document” means any document, by whatever name called,
conveying an agreement or decision to acquire 4 THINGS?? — or if the acquisition is without the
consent of the enterprise being acquired, any document
executed by the acquiring enterprise, by whatever name called,
conveying a decision to acquire control, shares or voting rights
or where a——– has been made in accordance
with the provisions of the Securities and Exchange Board of
India (Substantial Acquisition of Shares and Takeovers)
Regulations, —- made under the Securities and Exchange
Board of India Act, — (15 of 1992) for acquisition of shares,
voting rights or control such public document.]

Answer 2

PROPOSAL
board of directors of the enterprises
AGREEMENT
ACQUISITION
ACQUIRING OF CONTROL
control, shares,
voting rights or assets - 4 - CSVA - CASV

when without consent, any doc that conveys agreement to acquire control shars vting rights

public announceemnt
2011 - sebi. substantial qc of shares adnd takeovers
1992

Question 3

5
(b) acquiring of control by a person over an enterprise when such
person has already — or indirect control over another
enterprise engaged in production, —- or —– of a similar or identical or substitutable goods or provision of a
similar or identical or substitutable service, if—

Answer 3

direct
distribution or trading

Question 4

sec 5 explanation
“control” means the ability to ———-, in
any manner whatsoever, over the management or affairs or
—- by—
(i) one or more enterprises, either jointly or singly, over
another enterprise or group; or
(ii) one or more groups, either jointly or singly, over another
group or enterprise;

Answer 4

exercise material influence
strategic commercial decisions (mas - mgmt, affairs and strategic)

Question 5

“group” means —- or more enterprises where one enterprise
is directly or indirectly, in a position to—
(i) exercise ——— per cent. or such other higher
percentage as may be prescribed, of the ——– in the
other enterprise; or
(ii) appoint more than —-per cent. of the members of the
—-s in the other enterprise; or
(iii) — the — or afffairs of the other enterprise;

Answer 5

2 or more
26% (1 enterprise can) of voting righrs
50% of the BOD
control the mgmt or affairs

Question 6

As per Section — of the Act, acquisition of one or more enterprises by one or more — or merger or amalgamation of enterprises, which exceeds the threshold prescribed therein shall be a combination for the purposes of the Act. The thresholds relate to the assets and turnover of the parties to the combination, i.e., target enterprise and acquirer (or acquirer group)/merging parties (or the group to which merged entity would belong).

Answer 6

As per Section 5 of the Act, acquisition of one or more enterprises by one or more person or merger or amalgamation of enterprises, which exceeds the threshold prescribed therein shall be a combination for the purposes of the Act. The thresholds relate to the assets and turnover of the parties to the combination, i.e., target enterprise and acquirer (or acquirer group)/merging parties (or the group to which merged entity would belong).

Question 7

sec 2((a)
acquisiotn means?

Answer 7

acquisition” means, directly or indircelty, acquiring or agreeing to acquire—
(i) shares, voting rights or assets of any enterprise; or
(ii) control over management or control over assets of any enterprise;

Question 8

The ability to control the management and affairs of an enterprise may be inferred from the extent of —- and/or statutory rights associated with the shareholding and/or —– rights such as veto rights, consultation rights, participation in management and affairs. However, special rights/— rights are not the only basis for inferring the ability to manage/control the affairs of an enterprise and there can be other sources of control as well, viz.,———-, board representation, structural/financial arrangements, etc.
In competition law practice, control is considered a matter of —-. However, all degrees and forms of control nonetheless constitute control. International jurisprudence considers “material influence” as the —- form of control, alongside other higher forms such as de facto control and controlling interest (de jure control), in that order.

Answer 8

shareholding
statutory rights
contractual rights - veto, consultati
special or veto rights

status and expertise of an enterprise or person
board rep
financial/strctural arrangments

degree
lowest form
de facto and dejure

Question 9

sec 2 v:
shares” means shares in the share capital of a company that —- s and includes—
(i) any —– which entitles the holder to receive shares with voting rights;
(ii) —- except where a distinction between stock and share is
expressed or implied;

Answer 9

shares” means shares in the share capital of a company
carrying voting rights and includes—
(i) any security which entitles the holder to receive shares with
voting rights;
(ii) stock except where a distinction between stock and share is
expressed or implied;

Question 10

Material influence—the lowest level of control—implies the presence of factors that give an enterprise/person the ability to influence the affairs and management of the other enterprise, including factors such as shareholding, special rights, status and expertise of an enterprise or person, board representation, structural/financial arrangements, etc. De facto control implies a situation where an enterprise holds less than majority of the voting rights but, in practice, controls over half of the votes actually cast at a meeting. Further, the factors relevant for material influence are relevant for ascertaining de facto control as well. It may be noted that the concepts of material influence and de facto control are very significant in competition law as there can be situations where commercial realities can be more telling than formal agreements and structures. Controlling —-, or de jure control, means a shareholding conferring more than —- per cent of the voting rights of an enterprise. It may be noted that only one enterprise can have a controlling interest in the other enterprise, but more than one enterprise can control the other enterprise (situation of joint control). Likewise, there are other terms which are used to express control, such as negative control (by virtue of ability to block —–) or operational control (by virtue of —-).

The control may be classified as negative control, positive control, sole control or joint control.

Answer 10

defcato - votes - holds less than majority but contol over half the votes cast
de jure - contorlling INTERESTS
MORE THAN 50% OF VOTING RIGHTSS

special resolution
commercial cooperation agreements with or without involving equity

Question 11

sec 6(2A)
[(2-A) No combination shall come into effect until [—— days] have passed from the day on which the notice has been
given to the —- under sub-section (2) or the Commission has
passed orders under Section —, whichever is earlier.]

Answer 11

210 days (now 150)
commission
31
either dya on whch note given r when comm passed orders

Question 12

whic case said:
to promote economic efficiency using competition as one of the means of assisting the creation of market responsive to consumer preferences. The advantages of perfect competition are three fold: —- efficiency which ensures effective —- of resources, productive efficiency which ensures that costs of production are kept at a minimum and —- efficiency which promotes innovative practices.”3

Answer 12

cci vs sail
allpcative
productive
dyanmic

apd

Question 13

Competition Commission of India (—-) Regulations 2011

Answer 13

Procedure in regard to the transaction of business relating to combinations

Question 13

The Indian merger control regime came into effect on ——— with the notification of Sections 5 and 6 of the Competition Act 2002 (the Competition Act).

Answer 13

1 June 2011

Question 14

here the parties to the combination offer modification to address the prima facie concerns in the notice before the Commission forms an opinion under —— of the Act or along with their response to the notice issued under Section 29(1) of the Act in the Phase I investigation itself, the Commission may approve the proposed combination under Section —of the Act on that basis.

However, once CCI has initiated its Phase II review, the parties can suggest amendments to the modification, which can only be proposed by CCI. If CCI accepts the counter-proposal, it approves the combination. However, if it does not accept the counter-proposal, the parties are given time to accept the modifications proposed by CCI.

If the parties then fail to accept the modifications proposed by CCI, the combination is deemed to have an AAEC and is treated as being blocked by the Commission. However, there have been no such cases to date

Answer 14

Section 29(1)
31(1)

Question 15

he monitoring agency generally has to submit periodic reports to CCI stating whether the parties to a merger or an acquisition have complied with the modifications directed by CCI. The appointed agent must report to CCI either —- or at regular periods specified by CCI. The payment to the appointed monitoring agency shall be made by the parties to the combination by depositing it with the Commission or as may be directed by the Commission.
The compliance with modifications made during Phase — is usually monitored by a monitoring agency [For reference, please see Regulation — (Appointment of independent agencies to oversee modification) of the Combination Regulations].

Answer 15

annually
phase 2
27 reg

Question 16

parties can voluntarily propose modifications under Regulation —- of the Combination Regulations. The said regulation provides that: “Before the Commission forming an opinion under sub-section —- of section 29 of the Act, the parties to the combination may offer modification to the combination and on that basis, the Commission may approve the proposed combination under subsection (1) of section 31 of the Act”.
THIS IS BEFORE FORMING APRIMA FACIE OPINION UNDER SECTION 29(1)

Answer 16

reg 19(2)
sec 29(1)

Question 17

——————– (C-2019/09/682): The parties offered the voluntary commitment in terms of Regulation 19(2) of the Combination Regulations that the strategic collaboration between the acquirers and OLA would be on a non-exclusive basis. Further, the algorithm/programme of the marketplace of OLA would not: (i) give preference to the driver solely based on the brand of the passenger vehicles manufactured by the acquirers; or (ii) discriminate against any driver based solely on the brand of the passenger vehicles manufactured by any other automobile manufacturer. Since the compliance of the modification was to be ensured by OLA, the Commission directed the acquirers to procure an affidavit from OLA to the effect that it would ensure compliance of the modifications. Based on this, the Commission approved the Proposed Combination under sub-section (1) of Section 31 of the Act.

Answer 17

Hyundai Motor Company and Kia Motor Company

bsc: a)collab bw acquiers and ola to be non exlcuisve
b) ola algorithm to not gi [reference to driver based or brand of passenger vehicles or discriminate on same ground (2019)

Question 18

(C-2018/09/601): In this case, the acquirer (along with its group entities), JV partner, i.e., Apollo and the target were competitors in the overall field of healthcare, present throughout India and in many of the overlapping cities. To alleviate any potential concern that the said JV may provide a common platform for coordinated behaviour, the Acquirer submitted
certain voluntary commitments, based on which the Commission approved the proposed combination.
a) JV (to the extent of its control
over the JV) and the Combined Entity shall operate as separate,
independent and competitive businesses
b) no common dicrcetors on Board of the JV
and the Combined Entity.

Answer 18

Northern TK Venture Pte. Ltd., singapore - 2018

Question 19

AFTER ISSUANCE OF SCN UNDE SEC 29(1):
s, the parties can voluntarily propose modifications under Regulation — of the Combination Regulations. The said regulation provides that along with their response to the notice issued under sub-section (1) of Section 29 of the Act, the parties to the combination may offer modification to address the prima facie concerns in the said notice and, on that basis, the Commission may approve the proposed combination un
der sub-section (1) of Section 31 of the Act.
in re pvr ltd, 2016

Answer 19

25(1A) reg

Question 20

—— AG and —— Holdings Inc. (C-2019/11/703): In this case, former had offered behavioural remedies of the nature of firewall at the board of Brakes India and boards of WABCO for a period of — years so that they work independently. However, the Commission felt that the nature and extent of such behavioural remedies offered by ZF were not sufficient to address thecompetition concerns. Accordingly, a show cause notice (SCN) was issued in terms of Section 29(1) of the Act asking why a detailed investigation should not be conducted. In response to the SCN, the acquirer submitted voluntary modifications under Regulation 25(1A) of the Combination Regulations, wherein it proposed to divest its —% shareholding, and all rights and arrangements
thereof, in Brakes India. The Commission accepted the voluntary modifications proposed by the parties and approved the proposed combinatio

Answer 20

ZF Friedrichshafen (fried rich shafen)
WABCO Holding
5 yrs
49%

earlier: nature of firewall at boards for 5 yrs later: + divested its 49% shareholding

Question 21

Guidelines on the —- of Horizontal Mergers Under The Council Regulation On The Control Of Concentrations Between Undertakings [—-] OJ C 31.
said horionatl meger ka key snticomp effcet is network effect

Answer 21

Guidelines on the Assessment of Horizontal Mergers Under The Council Regulation On The Control Of
Concentrations Between Undertakings [2004] OJ C 31.

Question 22

Parties have the option of notifying the CCI in either Form I, which is the default short-form notification, or in Form II, the more detailed long-form notification, where the parties have a —- overlap of over —– per cent or a —- overlap of over —- per cent – although more recently, where combined market shares exceed —– per cent, the CCI requires parties to file in the longer Form II.

Answer 22

Parties have the option of notifying the CCI in either Form I, which is the default short-form notification, or in Form II, the more detailed long-form notification, where the parties have a horizontal overlap of over 15 per cent or a vertical overlap of over 25 per cent – although more recently, where combined market shares exceed 15 per cent, the CCI requires parties to file in the longer Form II.

Question 23

CCI is bound to issue its prima facie opinion within — working days of filing, not accounting for ‘clock stops’; namely, when the CCI asks for additional information or directs parties to correct defects in their submissions. However, the CCI is also bound to issue its final order within 210 calendar days, even though the Combination Regulations provide that the CCI will ‘endeavour’ to pass relevant orders or directions within —- days.

Answer 23

30 working dats
210 days (now reduced to 150, for clearance of combos)
180 days