More than 75 countries worldwide have enacted merger
regimes. Many of these regimes contain a standstill obligation,
so that the deal cannot be closed before obtaining antitrust
clearance. Antitrust concerns can lead authorities to prohibit
a deal, or to require divestments.
Assessing the antitrust risk
Merger control identifies, and prohibits or appropriately
limits, transactions that threaten to create or enhance a
dominant market position or otherwise lessen or impede
competition. The precise standard varies from jurisdiction to
jurisdiction. Antitrust authorities are mainly concerned with
horizontal antitrust issues, that is, the parties sell
competing products and the transaction leads to high combined
market shares; vertical restraints, in particular the potential
foreclosure of a supplier or customer; or conglomerate
antitrust concerns, where (absent horizontal or vertical
overlaps) the combined product portfolio of the parties leads
to market power.
Authorities generally review mergers in a two-step process.
A first, shorter and more administrative,...