You are using an outdated browser and your browsing experience will not be optimal. Please update to the latest version of Microsoft Edge, Google Chrome or Mozilla Firefox. Install Microsoft Edge

January 16, 2019

Thailand Issues Key Subordinate Legislation on Merger Control

Subscribe to Updates

On December 28, 2018, Notifications of the Trade Competition Commission (TCC) related to merger control under Section 51 of the Trade Competition Act, B.E. 2560 (2017) were published in the Government Gazette, coming into effect on the following day.

The notifications fix legal definitions for several key terms relating to merger control, including a definition of “monopoly” (a sole business operator in a certain market, with a turnover of THB 1 billion or more, with the power to independently determine prices and the quantity of their products or services), a reaffirmation of the definition of “market dominance” carried over from the Trade Competition Act BE 2542 (1999), definitions of key concepts such as the “single economic unit,” and definitions of key procedural terms relating to timing and administration.

Among other things, the notifications also set out the rules, criteria, and conditions for pre-merger approval and post-merger notification.

Pre-Merger Approval

Parties entering into any merger that may result in a monopoly, or a market-dominant company, must submit an application and supporting documents such as a merger plan, timeline, market structure analysis, and merger impact assessment, to the TCC for prior approval. After considering the application, the TCC may summon the applicant or other persons to clarify the proposed transaction and seek relevant information or opinions.

The TCC has to consider the documents and render its decision within 90 days of receipt. This may be extended by up to 15 days. Once the TCC makes its decision, the Office of Trade Competition Commission (OTCC) has to report it to the applicant within 7 days. The applicant may appeal that decision to the Administrative Court within 60 days of receipt.

Post-Merger Notification

Any merger that may result in a substantial lessening of competition must be reported to the OTCC by submitting a form prescribed by the Secretary-General, in person or by registered mail, within seven days of the merger. A number of supporting documents are required, including copies of any merger applications and supporting documents submitted to the Department of Business Development and/or the Securities and Exchange Commission, share and asset purchase agreements and related documents, and minutes of the shareholders or management meeting resolving the merger.

Exempt Transactions

Mergers or acquisitions which have an effect limited to the internal restructuring of related business operators (in terms of policies or control), in accordance with the notification of the TCC, are exempt from both pre- and post-merger requirements.

Pre-merger approval will not be required for mergers executed, or approved for execution by a shareholders or management meeting, before December 29, 2018.

Related Professionals

Practices

Antitrust and Competition

Location

RELATED INSIGHTS​ 

May 23, 2023
Life sciences specialists at Tilleke & Gibbins’ office in Bangkok have contributed a new “Life Sciences Commercialization in Thailand” chapter to the Life Sciences Global Guide from Practical Law. The Q&A-style guide provides strategic information for companies active in the life sciences sector in Thailand. The chapter covers a number of key areas: Overview of the life sciences sector Pricing, government funding, and reimbursement: National health care system, price regulation and reimbursement Distribution and sale Cross-border trade and parallel imports Advertising and engagement with patient organizations Patents: Conditions for patentability, registration, length of protection, infringement, international treaties Trademarks: Requirements, registration Competition law issues: Authorities and legislation, commercial contracts and competition law, licensing approvals and formalities Product liability: Regulators, medicinal product liability law, liable partners, defenses, product liability claims, remedies Practical Law, produced by Thomson Reuters, is the world’s leading legal know-how resource for business lawyers, publishing a huge range of guides covering hundreds of jurisdictions and practice areas. The full “Life Sciences Commercialization in Thailand” section can be found on the Practical Law website.
Read More
April 28, 2023
On March 28, 2023, Cambodia’s Ministry of Economy and Finance and Ministry of Commerce issued Inter-Ministerial Prakas No. 168 on Penalties for Persons Violating the Law on Competition. This release was in line with the country’s recent establishment of a framework and thresholds for merger filings. The penalties for violating the Law on Competition center on the following three offenses: 1.  Entering into vertical agreements. This can be done by: requiring buyers to resell goods or services in limited geographic locations; requiring buyers to resell goods or services to specific customers or specific types of customers; requiring buyers to purchase goods or services from one seller only; preventing sellers from selling goods or service to other buyers; or requiring buyers to buy additional goods or services that are not related to the goods or services being sold. 2. Abusing a dominant market position. This can be done by: requiring or persuading suppliers or customers to not do business with competitors; refusing to supply goods or services to competitors; selling goods or services subject to commercial terms that require buyers to buy other goods or services separately that are not related to the purpose of the transaction; selling goods or services below production cost; or refusing to give competitors access to the necessary means of selling their goods and services. 3.  Undertaking a business combination that actually or potentially restricts or distorts market competition. Each of these violations is punishable by a fine of 3% to 10% of the infringer’s total turnover during the period of violation, limited to three years. Next Steps The first half of 2023 has seen three new regulations strengthening Cambodia’s competition law framework, as noted above. Although certain unclear terms do remain, regulators are expected to issue additional decisions in 2023. For more details on
Read More
March 29, 2023
On March 14, 2023, the Competition Commission of Cambodia (CCC) set out its merger filing thresholds in Decision No. 095 on Thresholds for Prior Notification of Business Mergers. This was a follow-up to the recent issuance of a regulation outlining the requirements and procedures for merger and acquisition filings. Decision No. 095 applies to all business combinations subject to premerger notification requirements under this prior regulation. The thresholds for when the CCC must be notified of a merger are laid out in the table below. In current practice, the term “turnover” typically refers to a company’s total sales revenue, while “input purchase turnover” denotes the value of materials or equipment acquired for production purposes. Although this reflects the initial interpretation of these terms, it is advisable to seek confirmation or clarification from the CCC before the filing to ensure accuracy and alignment with their current definitions, as it is conceivable that the interpretation may change. Decision No. 095 leaves room for the Ministry of Commerce to amend these thresholds as deemed necessary. Outlook In the last two years, Cambodia has steadily issued regulations to strengthen its legal framework for competition. Although gaps remain, especially with regard to enforcement of fines and certain unclear terms, more regulations are likely in 2025 and 2026.
Read More
March 17, 2023
On March 6, 2023, Cambodia issued requirements and procedures for merger and acquisition (M&A) filings to allow the country’s competition regulator to monitor the impact of M&A transactions on the Cambodian market. These rules are contained in Sub-decree No. 60 on the Requirements and Procedures for Business Combinations. This subdecree is the latest in a series of detailed regulations issued to develop Cambodia’s competition and antitrust law framework since the 2021 enactment of the Law on Competition, which formally established the Cambodia Competition Commission (CCC), set out the CCC’s complaint and investigation procedures, listed prohibited anticompetitive practices, and outlined applicable penalties. Sub-decree No. 60 applies to any business combination that may materially affect competition in Cambodia, regardless of where in the world it takes place. Premerger and Postmerger Notifications The parties to a business combination must notify the CCC of the proposed combination if the transaction meets certain thresholds, which will be determined by the CCC at a future date. The notification must include, among other things, key terms of the relevant agreements, incorporation documents and financial statements of the parties, and an indication of the types of goods or services provided by the parties. All documentation submitted must be in Khmer, except for names, addresses, and certain other items. The CCC will determine within seven working days whether it requires additional information or documentation. Once it has all necessary documentation, the CCC will issue a decision on the proposed business combination within 30 days—the combination may be approved outright or declared subject to a secondary review. Sub-decree No. 60 states that a proposed business combination will not be subject to secondary review if the market share of each party does not exceed 30 percent in each relevant market, among other criteria. However, the CCC reserves to right to
Read More