The CCI combination notification thresholds were revised in 2023 — asset and turnover thresholds were increased substantially, and a deal value threshold (Rs.2,000 crore or USD 400 million) was introduced for digital sector transactions. GP advises on all three threshold dimensions — assets/turnover, deal value, and the nexus-to-India requirement — to determine whether notification is required.
GP's combination practice covers the full filing process: selecting Form I (simplified) or Form II (detailed, required for concentrated markets), preparing the competitive analysis, managing CCI information requests during Phase I, negotiating structural or behavioural remedies where AAEC concerns arise, and defending parties in Phase II investigations. GP also advises on gun-jumping — the risk of pre-consummation implementation steps that constitute premature completion.
Analysis of the combination thresholds under Section 5 of the Competition Act — the asset and turnover tests, the deal value threshold for digital sector transactions, and the nexus-to-India requirement. The threshold analysis determines whether CCI notification is required before the transaction can be completed. GP also advises on whether the transaction qualifies for a threshold exemption — including the de minimis exemption for small target transactions.
Preparation and filing of the combination notification — selecting Form I for most transactions or Form II where combined market shares in any relevant market exceed 15% for horizontal overlaps or 25% for vertical relationships. GP prepares competitive analysis and market definition, and manages CCI information requests during Phase I. GP prepares filings that proactively address likely competition issues — reducing the risk of information requests and Phase II referral.
Defence of parties in a Phase II CCI investigation — where the CCI has formed a prima facie opinion of likely AAEC. GP manages additional information submissions, prepares a detailed competitive analysis (market definition, market power assessment, competitive effects), engages independent economic experts, and appears at the final CCI hearing. Phase II defences require sophisticated economic and legal analysis of competitive effects.
Negotiation of structural remedies (divestiture of overlapping businesses) or behavioural remedies (access to key inputs, non-discrimination, pricing commitments) with the CCI to address AAEC concerns and secure Phase I approval. GP advises on remedy design with a focus on minimum necessary divestiture — identifying the smallest structural change that addresses the CCI's concern while preserving the maximum commercial value.
Advisory on the gun-jumping risk — where pre-consummation implementation steps (integration planning, exchange of competitively sensitive information, transfer of control rights) constitute the premature completion of the combination before CCI approval. Gun-jumping is penalised at up to 1% of total assets or turnover. GP advises on clean team protocols, information barriers, and ring-fencing arrangements.
Defence in CCI enforcement proceedings for failure to notify a combination — where the CCI has identified a transaction that required notification but was not filed. CCI can initiate proceedings against parties even after transaction completion, require notification, and impose a penalty. GP defends on grounds that the transaction did not meet the notification threshold, the failure was inadvertent, or CCI's jurisdiction is not established.
The CCI's merger review focuses on whether the combination is likely to cause an Appreciable Adverse Effect on Competition. The AAEC assessment considers: actual and potential competition, barriers to entry, countervailing imports, market shares, ability to exercise market power, and effectiveness of competition in the relevant market. GP prepares a detailed AAEC analysis for every filing with overlapping activities — including market share data, competitive dynamics, and economic effects.
The combination notification must be filed within 30 calendar days of the trigger event — typically the signing of the definitive agreement. GP advises transaction teams on the definition of the trigger event and on the structuring of pre-signing documents (term sheets, letters of intent) to avoid inadvertently triggering the notification obligation before the definitive agreement is ready.
A party aggrieved by a CCI merger decision — Phase II prohibition or conditional approval with onerous remedies — can appeal to the National Company Law Appellate Tribunal. NCLAT can stay the CCI order, modify conditions, or direct a fresh review. GP files NCLAT appeals where the CCI's competitive analysis is based on incorrect market definition, unsupported competitive effects conclusions, or disproportionate remedy conditions.
The best Phase II defence is a Phase I filing that proactively addresses the competition issues the CCI is likely to raise with economic and market evidence to resolve them before the Phase I clock expires. GP prepares filings with the competition analysis the CCI expects from a Phase II submission — reducing Phase II referral risk and preparing the record for Phase II defence in complex transactions.
CCI merger review is an economic exercise. GP integrates independent economic experts into every complex merger filing — ensuring the market definition, market share analysis, and competitive effects assessment is rigorous and presented in a form the CCI's case team can engage with. The quality of the economic analysis is the primary determinant of Phase I versus Phase II outcomes in concentrated markets.
Negotiating the remedy package is the critical transaction-saving skill in Phase II proceedings. A remedy too narrow will not satisfy the CCI; one too broad sacrifices the deal's commercial rationale. GP advises on remedy design with a focus on minimum necessary divestiture — addressing the CCI's specific AAEC concern while preserving the maximum commercial value.
Managed the CCI filing for a listed Indian healthcare company acquiring a competitor — creating a combined 38% market share in one segment. GP prepared a Form II filing with a detailed market definition analysis (arguing for a broader market reducing the combined share to 22%), competitive dynamics analysis demonstrating active import competition, and a proactive behavioural remedy offer. The CCI approved in 24 working days without forming a Phase II adverse opinion.
Defended a digital platform acquisition that triggered the deal value threshold under the Competition (Amendment) Act 2023. The CCI initiated Phase II on data access foreclosure concerns. GP contested the CCI's narrow market definition, engaged an economic expert to quantify pro-competitive benefits, and proposed a structural remedy — divestiture of the acquirer's minority stake in a competing platform. The CCI approved the transaction with the structural remedy.
Defended two M&A parties in CCI gun-jumping enforcement proceedings — the parties had begun integrating IT systems and sharing customer lists before CCI approved the combination. Proposed penalty: Rs.44 crore. GP demonstrated the integration steps were taken in good faith under legal advice that the combination did not meet notification thresholds (a defensible position at the time), the parties had immediately ceased integration on learning of the CCI concern, and there was no competitive harm from the limited integration. The CCI reduced the penalty to Rs.5 crore, accepting the good faith and no-harm arguments.
GP's CCI combination practice manages filings from the threshold assessment through Phase I approval — and defends transactions in Phase II investigations with the economic and legal analysis required for the CCI's detailed review.
For transactions requiring multiple regulatory approvals — RBI approval for banking sector M&A, SEBI approval for listed company acquisitions, and sectoral approvals for infrastructure transactions — GP coordinates the multi-regulator filing strategy.
The asset/turnover thresholds, the de minimis exemption, and the deal value threshold — with a decision tree for the most common M&A transaction structures.
Read Insight →How Phase II investigations work, what the DG examines, and the structural and behavioural remedies that have converted adverse Phase II opinions into conditional approvals.
Read Insight →Whether you need pre-investigation advice, are responding to a regulator notice, or are defending enforcement action — speak to GP today.