In 2019, SAMR has made punishment decisions in 18 “gun-jumping” cases, from which ten lessons may be learned by domestic and foreign companies. Besides that the number of cases reached a historical high, three “first case” have appeared in 2019, including the first case where a PE fund was punished for an acquisition of minority interests, the first case where a parallel acquisition was punished, and the first case where the closing of a transaction without SAMR’s approval was punished. Remarkably, 7 out of the 18 cases involved listed corporations as acquiring party or target company, while state-owned enterprises were punished in 7 cases. It is also worth noting that SAMR continued its practice to use the turnover in the year preceding the closing to determine whether the threshold was met. Turning to procedural perspectives, while “gun-jumping” cases continued to be discovered through various ways, including voluntary disclosure and whistle-blowing, cases discovered by SAMR during its review of other merger control filings increased in 2019. Although shorter than that in previous years, the average length of investigation period in 2019 was still 234 days. Finally, for each of all the 18 cases, only a fine was imposed with an amount from RMB 200 thousand to RMB 400 thousand. However, it should be noted that SAMR is proposing to increase the statutory maximum fine to 10 percent of the turnover in the preceding year, as part of its proposal to amend the Anti-monopoly Law.
Content
Antitrust Monograph
Gun-jumping Enforcement in China: Ten Lessons from 18 Cases in 2019
Author: Qing Ren | Qunfei Zhu