How to File a CCI Merger Notification for Cross-Border Transactions in India

When a cross-border merger or acquisition involves entities with operations in India, the transaction may trigger mandatory notification requirements under the Competition Act, 2002. The Competition Commission of India (CCI) serves as the country's antitrust regulator, and its merger control regime requires parties to notify qualifying combinations before consummation. Failing to comply can result in significant penalties, including the potential unwinding of the entire transaction. This step-by-step guide walks you through each stage of the CCI merger notification process for cross-border deals, from threshold assessment to final clearance.

Step 1: Assess Whether Your Transaction Meets the Notification Thresholds

The CCI's jurisdiction over combinations is triggered when specified asset or turnover thresholds are met. These thresholds apply at two levels: the enterprise level and the group level. The thresholds are revised periodically; the figures below reflect the values currently in effect.

Enterprise-Level Thresholds (Either of the Following)

• Assets of INR 2,500 crore or more in India, or INR 10,000 crore worldwide (including at least INR 1,000 crore in India)

• Turnover of INR 7,500 crore or more in India, or INR 30,000 crore worldwide (including at least INR 3,000 crore in India)

Group-Level Thresholds (Either of the Following)

• Combined assets of INR 10,000 crore or more in India, or INR 40,000 crore worldwide (including at least INR 1,000 crore in India)

• Combined turnover of INR 30,000 crore or more in India, or INR 1,20,000 crore worldwide (including at least INR 3,000 crore in India)

The New Deal Value Threshold (DVT)

The Competition Amendment Act, 2023 introduced a significant new threshold based on deal value, which became effective on September 10, 2024. Under this provision, a transaction requires notification if the deal value exceeds INR 2,000 crore, provided that the target enterprise has "substantial business operations in India." This threshold is particularly relevant for cross-border transactions involving digital economy companies or startups that may have low revenue but high strategic value. When computing deal value, the CCI considers the total consideration paid, including deferred payments, contingent payments, non-compete fees, and any other form of consideration linked to the transaction.

Foreign-to-Foreign Transactions

A critical point for international dealmakers: transactions between entities located entirely outside India still require CCI notification if the Indian asset or turnover thresholds are met, or if the deal value threshold is triggered. The CCI has consistently asserted jurisdiction over such foreign-to-foreign transactions when they have a sufficient nexus with India. Ignoring this requirement is one of the most common and costly mistakes in cross-border M&A.

Step 2: Choose the Correct Filing Form

The CCI provides two filing forms, and selecting the correct one is essential for an efficient review process.

Form I (Short Form)

• Applicable for most transactions that do not raise significant competition concerns

• Filing fee: INR 30 lakh

• Requires basic information about the parties, the transaction structure, and a summary of overlapping business activities

• The majority of cross-border notifications are filed using Form I

Form II (Long Form)

• Required when the transaction raises potential competition concerns

• Filing fee: INR 90 lakh

• Mandatory when horizontal overlaps result in a combined market share exceeding 15%, or when vertical linkages result in a market share exceeding 25% at any level of the supply chain

• Requires detailed market definition analysis, competitive assessment, and extensive supporting documentation

The CCI may direct parties to refile using Form II if it determines that a Form I filing is insufficient for assessing the competitive impact of the transaction. This conversion results in additional delay and cost, so parties should carefully evaluate which form is appropriate at the outset.

Step 3: Consider the Green Channel Route

India's green channel route, introduced in 2019, provides automatic approval on the date of filing itself. This expedited process is available when there are no horizontal overlaps, vertical relationships, or complementary activities between the parties to the transaction.

Key features of the green channel include:

• Filed using Form I with a specific declaration that no overlaps exist between the parties

• Approval is deemed granted on the filing date, eliminating the standard review period entirely

• The CCI retains the right to revoke the approval if the declaration of no overlaps is found to be incorrect or misleading

• Particularly useful for cross-border transactions where the acquirer has no existing operations in India

Parties must exercise caution when opting for the green channel. Making a false declaration of no overlaps can lead to revocation of the approval and enforcement proceedings, including penalties.

Step 4: Engage in Pre-Notification Consultation

For complex cross-border transactions, a pre-notification consultation with the CCI is highly recommended. This informal process allows parties to discuss key aspects of the filing before formally submitting their notification.

Pre-notification consultations serve several important purposes:

• Discussing the transaction structure and identifying potential competition concerns early in the process

• Clarifying whether Form I or Form II is the appropriate filing form for the specific transaction

• Addressing market definition questions before the formal review begins, which can prevent unnecessary delays

• Reducing the risk of the CCI issuing supplementary information requests that pause the review clock

These consultations are confidential and do not trigger any statutory timelines. For multi-jurisdictional transactions, they can significantly streamline the formal review process and help parties coordinate their global filing strategy more effectively.

Step 5: Prepare the Required Documentation

Thorough documentation is the foundation of a successful CCI filing. The requirements differ depending on whether you are filing Form I or Form II.

Documents Required for Form I

• Executed copies of the transaction documents, such as the share purchase agreement, merger agreement, or amalgamation scheme (or the most recent drafts if execution has not yet occurred)

• Annual reports of the parties for the preceding three financial years

• Details of all products and services where the parties have overlapping activities in India

• A description of the business activities of each party, including information about existing market shares in India

• Board resolutions authorising the filing of the notification

Additional Documents Required for Form II

• Detailed market definition analysis with supporting evidence and data

• Competitive landscape assessment, including identification of competitors and their estimated market shares

• Analysis of barriers to entry in each relevant market

• Efficiency justifications, if any, that the parties wish the CCI to consider in its assessment

• Details of vertical and conglomerate relationships between the parties across all relevant markets

• Independent market reports, industry studies, and customer or competitor contact details for verification purposes

All documents in languages other than English must be accompanied by certified English translations. For cross-border transactions, gathering documentation from multiple jurisdictions often takes several weeks, so parties should begin this process well in advance of the intended filing date.

Step 6: File the Notification and Track the Review Timeline

The Competition Amendment Act, 2023, brought significant improvements to the CCI's review timelines. The revised timelines are as follows:

• Prima facie opinion: The CCI must form a prima facie opinion within 15 calendar days of the filing date (reduced from the earlier requirement of 30 working days)

• Overall review period: The total review period is now 150 calendar days from the filing date (reduced from the earlier 210 days)

• Phase II review: If the CCI forms a prima facie opinion that the combination is likely to cause an appreciable adverse effect on competition in India, it will issue a show cause notice and proceed to a detailed Phase II investigation

• Phase I clearance: If no prima facie concern is found, the CCI will approve the combination, typically within 20 to 30 calendar days for straightforward cases

An important caveat: the review clock is paused whenever the CCI requests additional information from the parties. Prompt and complete responses to such information requests are essential for keeping the review on track. For cross-border transactions, coordinating these responses across multiple jurisdictions can be particularly challenging and should be planned for well in advance.

Step 7: Comply with the Standstill Obligation

India's merger control regime imposes a mandatory and suspensory standstill obligation. This is one of the most critical aspects of the CCI notification process, and non-compliance can have severe consequences.

• The parties must not consummate the transaction, in whole or in part, until CCI clearance is obtained

• No operational control over the target should be exercised before approval; this includes integrating management teams, sharing competitively sensitive information beyond what is necessary for due diligence, or directing the target's business strategy

• "Gun-jumping" (consummating a transaction before clearance) can attract penalties of up to 1% of the total turnover or assets of the combination, whichever is higher

• The standstill obligation applies from the time the transaction becomes notifiable, not merely from the date of filing the notification with the CCI

There are limited exceptions to the standstill obligation, such as an open market purchase of shares that does not result in a change of control. However, parties should seek legal advice before relying on any exception, as the CCI interprets these narrowly.

Common Pitfalls for Cross-Border Transactions

Cross-border M&A transactions present unique challenges when navigating the CCI notification process. Below are the most frequent mistakes that parties should be aware of and actively work to avoid.

• Market definition errors: Defining relevant markets too broadly or too narrowly can lead to incorrect Form selection or trigger avoidable scrutiny from the CCI. Parties should invest in robust market analysis before filing.

• Incomplete information: Cross-border deals involve multiple jurisdictions, making it challenging to compile all required information. Incomplete filings invariably lead to delays because the CCI will issue information requests that pause the review clock.

• Ignoring the Indian nexus: Parties sometimes assume that a foreign-to-foreign transaction does not require CCI notification. This assumption is incorrect and can result in gun-jumping penalties and enforcement action.

• Overlooking the DVT: The deal value threshold is relatively new, and parties may fail to assess whether it applies. This is especially relevant in transactions involving digital economy targets with low revenue but high strategic value.

• Timing coordination failures: Cross-border transactions typically require approvals from multiple antitrust authorities worldwide. Failure to coordinate the CCI filing timeline with filings in other jurisdictions can delay closing significantly.

• Inadequate standstill compliance: Integration planning that crosses the line into operational control before clearance is a common and costly risk. Clean team protocols and information barriers should be established from the outset of the transaction.

Conclusion

Filing a CCI merger notification for cross-border transactions requires careful preparation, strategic decision-making, and attention to detail at every stage. From threshold assessment (including the newly introduced deal value threshold) to form selection, and from pre-notification consultations to standstill compliance, each step carries its own requirements and potential risks.

The shortened review timelines introduced by the Competition Amendment Act, 2023, mean that parties now benefit from faster clearance, but they must also be prepared for a more rigorous initial review within the compressed 15-day prima facie assessment window. The addition of the deal value threshold further expands the CCI's reach to cover high-value transactions in the digital economy that previously escaped scrutiny under the traditional asset and turnover tests.

Engaging experienced competition law counsel early in the process is strongly recommended for any cross-border transaction that may trigger CCI jurisdiction. Proper planning, timely filing, and strict standstill compliance are the cornerstones of a successful CCI merger notification.

Disclaimer: This article is intended for informational purposes only and does not constitute legal advice. For guidance on specific transactions, consult a qualified competition law practitioner.