Jones Day Global Merger Control Update - August 2018

This Jones Day Global Merger Control Update discusses developments in existing merger control regimes over the first half of 2018, as well as the emergence of new merger control regimes worldwide.

Over the past few years, merger control enforcement has surged around the world, reaching well beyond the major jurisdictions. More than 110 jurisdictions now have merger control regimes. Some are more active than others, but all must be taken into consideration when assessing the antitrust risks of a cross-border M&A transaction.

In this Update, we discuss (i) key changes to existing regimes in Canada, China, Colombia, Germany and Austria, Italy, Lithuania, the Philippines, Sweden, Ukraine, the United Kingdom, and the United States; (ii) the temporary suspension of the authority's merger control reviews in Indonesia; and (iii) anticipated changes to the current regimes in Israel, Peru, and the United Arab Emirates.

KEY CHANGES TO EXISTING MERGER CONTROL REGIMES

Canada Increases Threshold of "Size-of-Target" Test

The Canadian Competition Bureau increased the threshold of the "size-of-target" test, effective February 10, 2018.

The "size-of-target" test refers to the value of assets in Canada to be acquired, or owned by the corporation whose shares are being acquired, or the annual gross revenue from sales in or from Canada generated by those Canadian assets. This threshold has increased to C$92 million (approx. US$71.3 million) and represents a C$4 million increase from the C$88 million (approx. US$68.1 million) threshold for 2017.

The "size-of-parties" test requires that the parties to a transaction, together with their affiliates, have assets in Canada or annual gross revenue sales in, from, or into Canada that exceed C$400 million (approx. US$310 million). This threshold remains unchanged.

China Reforms Merger Control Regime

China passed legislation in March 2018 to create a new merger control agency, the State Administration for Market Regulation ("SAMR"). This authority will combine the three agencies that had previously enforced competition laws. SAMR is taking over the powers, specifically in relation to merger control, previously granted to MOFCOM, which is part of the Ministry of Commerce.

No significant change in merger policy is anticipated in the short term since the same MOFCOM officials will continue to oversee merger control within the SAMR. Long term, consolidation could lead to greater consistency in the application of competition laws and thus enhance legal certainty. Companies must now assume that documents submitted in merger proceedings could be shared with SAMR staff involved in nonmerger-related issues.

For more information, see Jones Day's June 2018 White Paper on the reform.

Colombia...