Apr 04: The Competition Commission of India (CCI) has notified the revised format of Form II (i.e. long-form of merger notification) vide Notification no. CCI/CD/Amend/Comb. Regl./2022 dated 31st March 2022. This amendment revises the content and format of information that the parties to a combination used to file under section 6(2), where the post-combination market share exceeds 15% in cases of horizontal overlap and 25% in cases of the vertical interface. Generally, these are the cases requiring detailed examination to assess the likely effect of the combination on competition in India.
The revised Form II will be effective from 1st May 2022. A one-month period has been given for making the revised form effective. The time period of one month will provide sufficient time for the notifying parties to get familiarised with the revised Form – II.
The amendment to Form – II is a part of a series of measures undertaken by the CCI towards ease of doing business, reducing the compliance burden on the parties, and making the assessment of the combination more objective and focused. Previously, the CCI had also amended Form – I (i.e. short form of merger notification) in August 2019. This form is used by parties to provide information while seeking approval from the Commission for a combination, where the combined market share post-merger is not significant. Amendment to Form – I was followed by detailed guidance notes to Form – I issued in March 2020 that provided clarifications on the nature and scope of information to be filed and elaborated criterion for availing green channel by the parties.
The amendment to Form – II is aimed to remove duplicity and limit the information required so that they remain focused and relevant to the objective of assessment of a merger, suitably clustering the information on a common subject, streamlining the flow of information for better navigation and appreciation of material furnished in the notification. Further, the template of the revised long-form is based on the structure of the short form so as to have modular formats of merger notification that would reduce the time and effort required to move from the short form to the long-form. Further, revision in the long-form has been undertaken without sacrificing the cause of merger regulation. The revised long-form is intended to strike a balance between facilitation and enforcement functions and create a culture of compliance.
The CCI also intends to issue guidance notes for revised Form II in due course. This guidance notes will elaborate upon the queries in revised Form II and include certain queries from existing Form II that are explanatory in nature.
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