40 This is a well-established practice over a long period of time which is described in the ACCC, Merger Review Process Guidelines, July 2006 Google Scholar, in conjunction with the Merger Guidelines 2008. The ACCC’s merger guidelines state that where the merger parties’ products are substitutes or complements and the merged entity’s market share will exceed 20%, notification is “encouraged”. These were replaced with new Merger Authorisation Guidelines published on 24 October 2018. The ACCC’s draft guidelines for merger authorisations state that the ACCC expects applicants to contact it for informal discussion and guidance before lodging their applications. h�bbd```b``�� ��,b See also Peter Campbell, 'New ACCC Merger Process Guidelines' (July 2013) Merger authorisation Guidelines (2017-2018) Merger authorisation guidelines 2018 On 31 October 2017 the ACCC released Guidelines on merger authorisations for consultation. One important element of the ACCC's Merger Guidelines is that they specify "safe harbours": concentration levels below which the ACCC will not investigate proposed mergers. o�qe(؏5��t;� The 2008 Guidelines recommend that merging parties notify the ACCC if ‘the merged firm will have a post-merger market share of greater than 20 per cent in the relevant market/s’.3 Second, the Guidelines note the importance of concentration analysis to determine the competitive effects of a merger. The content of this article is intended to provide a general guide to the subject matter. The Guidelines follow the reforms to the merger provisions that came into operation on 6 November 2017 following recommendations in the Harper Report. Authorising and notifying cartel conduct. 43 43 CCA, s. 95AT-AZM. The ACCC has recently released updated Media Merger Guidelines (Guidelines) which outline the ACCC’s approach to media mergers and highlight key issues. mergers. The ACCC’s general Merger Guidelines already state (at [1.13]) that the ACCC will assess potential competition. The Guidelines update the previous version, dating from 2006, and supplement the ACCC’s standard merger guidelines. The guidance provided by the ACCC regarding the confidential nature of the information provided by the merger parties and third parties reflects the ACCC’s current practice. The Draft Guidelines were intended to provide business with some pointers as to how the new arrangements would be applied, while at the same time permitting future revision of the The ACCC has provided guidance on the drafting of statutory undertakings and has maintained that, where possible, divestiture should occur on or before the completion of the merger. The Competition and Consumer Act prohibits the acquisition of shares or assets if that acquisition would have the effect or likely effect, of substantially lessening competition in any market for goods or services in Australia. Streamlined collective bargaining for small business: more timely decisions/greater certainty of outcomes. h��RMhQ������n�%bؔ5"�����"{(M�Q��P���9(z���}V�Q!�!ɡ(�z���nЋwg>f�̛��; � �Y㏄�I��K.[#�G���&uZ�M�Y2�Z���Ϯ��膚�~�M���:����8�9�1v��!���`:���X�N��v�(��6CoH�y���V�m|�&��'�3���ɨ��鈭Ŧ!��Y~������/���O�4ne{�f��y{! The ACCC's draft Media Merger Guidelines give important clues to the types of transactions with the greatest chance of successfully completing without regulatory challenge. The new guidelines do a relatively good … Merger guidelines. �1-��.Fw�?�I�Fh-�a��H���� lW5� An acquisition has coordinated effects if it assists the merged entity and other participants in a relevant market to coordinate (explicitly or tacitly) their pricing, output or other commercial decisions. 0 %PDF-1.5 %���� This publication outlines the analytical and evaluative framework applied by the ACCC when reviewing mergers under the Competition and Consumer Act 2010. Notifications. h��mk�8ǿ��޴�=?A lv��B�;�ܥ`����6�����|��H��Iqwo#k,������-�V�a�&Ram�qX[�q41ޣ�S�bqޠ� ��� \Z�2�p-q�Q`�hi�h�=�mp�.�H-Ђ ��`Y�1E޽�'��c��{zy���{�]����ǏŸ�E�E{��x����U��n�R�.�ÇP�n:b����܎gt�/v-����;9��#��>"c8"����@M ���U�P1F7]�/��n�g�ؖՎHIϋ���9�En��xR�8FҔ��n��>@���q&����K�A%KJ��袍5��S�_�qM�+D,�sb����&�'q�p��8��������iKcX�= 42 42 CCA, s. 95AC(2). The Australian Competition and Consumer Commission has released new guidelines on mergers in the media industry. In November 2017, the ACCC released an updated edition of its Media Merger Guidelines supplementing the ACCC's role in the informal clearance process. �Ε0�L9�Dq�"�k�Y�����=����S�D�H�xZQ�Ԑ�!��5BŬWbꤜ��1e���a�f The ACCC's Merger Guidelines also recognise that acquisitions can also lessen competition through coordinated effects. The changing tide of merger regulation: ACCC releases draft guidelines 25 March 2008 Topics: Compliance and corporate governance, Mergers and acquisitions. This publication outlines the analytical and evaluative framework applied by the ACCC when reviewing mergers under the Competition and Consumer Act. However, the ACCC does not prescribe a format as to how applications should be drafted. • Merger guidelines provide transparency in the ACCC‟s analysis and assists parties to identify any competition issues. Merger Guidelines. The ACCC first published its Media Merger Guidelines in 2006 to explain the regulator’s approach to assessing media mergers. [4] Consequently, parties are likely going to want to engage with the ACCC prior to lodging an application for authorisation. This publication outlines the analytical and evaluative framework applied by the ACCC when reviewing mergers under the Competition and Consumer Act 2010. Merger Guidelines 2008, updated 2017 3 the ACCC assesses the merger on an informal basis applying a substantial lessening of competition test or applicants apply to the ACCC for merger authorisation for a proposed acquisition which will be assessed under test … 44 The ACCC's approach to merger reviews. 2 . Merger Guidelines. 2743 0 obj <> endobj It provides guidance on the factors the ACCC considers relevant to its consideration of mergers and includes discussion of the issues relevant to enforceable undertakings. endstream endobj startxref The ACCC made the following recommendations in its DPI Report in respect of updating Australia's merger control framework to ensure that factors relevant to the competition impact of acquisitions in digital markets are taken into account in a merger assessment and that the ACCC is properly notified of such acquisitions: • Recommendation 1 Guide to Collective Bargaining Notifications (2011) The Merger Guidelines released in March 2008 by the ACCC provide a guide to the analytical approach the ACCC intends to adopt to assessing mergers for the purposes of s 50 of the Trade Practices Act. While the Guidelines generally leave the issue of preserving "media diversity" to the provisions of the Broadcasting Act 1992, it does take into account the competition aspects with respect to media diversity. And the ACCC says it will look at 'expected' competition for example in media markets, where parties do not presently constrain one another, but would be likely to in the foreseeable future (Merger Guidelines, at [3.20]). ;c��3�Bɞ=l�m.�����ʭ�9�f9����1k�n�moKd̦��q��ۮ�g̍���Y�j��Ū�ՉP��o=N�f7�ۊ�gD���������%����-u��,FF��Щ�HOMLb� It provides guidance on the factors the ACCC considers relevant to its consideration of mergers and includes discussion of the issues relevant to enforceable undertakings. The Merger Guidelines advise of a notifi cation “threshold,” to assist merging parties to determine whether they should notify a particular transaction. Developments in the theory and practice of competition law necessitate the revision of the Australian Competition and Consumer Commission’s ('ACCC') Merger Guidelines 2008. ACCC’s merger guidelines Merger guidelines identify how the law will be applied to the facts: • Merger analysis is highly complex and involves a particular methodology as well as theories of competitive harm. The Commentary on the Horizontal Merger Guidelines issued by the The ACCC considers particular issues when it considers the impact of media mergers on competition. x��WYo�8~7��0�R �����d�n�!�7V\k+u�]��PG��i�8H���9��3��}��_��p~>����ݗt���,ϳ������t�a����&�M�py5���x4y#���~��O�E�Q���Yl��퍅��x�a]�����xtA��Gs�4v�(ɤ*��y9sZ��+��cނt�iP���}:ݟN������7�̯g�5��-�A�11 �Sp~:�1O>Ȯg﯀W�Բ��ե����� ��jA(2E��0���� �X�.7]��MT�Zm��'M�x���b\���P �f� �? Guidelines provide examples, they are illustrative and do not exhaust the applications of the relevant principle. ����E�K���� ���b��j% �i�*\wA��D����Q_|��K7 Q[�Q��o�p ACCC approves the form of the application and notifications. Put in other words, if a merger falls below the levels set, the ACCC will presume that it will not damage competition, and hence will not make further inquiries. The Draft Guidelines give guidance as to the likely issues the ACCC will focus on when considering media These Guidelines replace the Horizontal Merger Guidelines issued in 1992, revi sed in 1997. There is no mandatory requirement to notify the ACCC prior to completing a transaction; however, the ACCC Merger Guidelines encourage the parties to notify the ACCC where the products of the merger parties are either substitutes or complements and the merged firm will have a post-merger market share of greater than 20% in the relevant market/s. 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These were replaced with new Merger Authorisation Guidelines published on 24 October 2018. On 31 October 2017 the ACCC released Guidelines on merger authorisations for consultation. Notification is a voluntary process at the parties’ discretion. The Draft Merger Guidelines outline the ACCC’s proposed approach to administering and enforcing the competition test. The ACCC encourages merging parties to notify it when both of the following criteria apply: • the products of the merging parties are either subs titutes or complements; and Where it’s a vertical merger, these numbers don’t really help, but parties should at least seek advice if one has a market share of 20%+ or both have around 10%. &_I�\�x ��q1�-|H�������� ��������: |N# endstream endobj 2747 0 obj <>stream b�0.�W3����f��UY-����e�v˛�x{8��HF>ѳ������ܚӋ�_:���"=#B4�&%����ߛmh`�7�-�^v�o駰+ۮ����_�[��p؇[��j�Bh��v��A;N=���>��8"ig]���\�ボN����_�(�EWV�/��A� �{Qc���v�g��2-M.3`6יe>w����IDٜ��+Ĝ�eƸ\��p���\€���U^AF����!�B���휌�f5� �UzM�P��� �!�8�#ڹT"�b�Bɕ�l jk�^&�ϵ�q������ӗ_�r���o�n����5������fu^� ]]A���e�⠁Z�.x:bJn��Dh��msn� �ml�g��H�訶!̣�����U N�L���I�Ϥ4`��R�G�Ib���5~�&�}z��O 3�'���n�����9{���s����s���2������B=�fs!�-Q�#V���VO=��մ~Gnj�>� ����uw����&�ٵ�/ z���+�D�L҆��Z����S�� �o �s4� The ACCC has provided guidance on the drafting of statutory undertakings and has maintained that, where possible, divestiture should occur on or before the completion of the merger. The ACCC’s Merger Guidelines (2008) and Merger Authorisation Guidelines (2017) provide applicants with guidance on issues which the ACCC will expect to be addressed in an application for merger authorisation or informal review. theACCC will consider when assessing whether a merger willsubstantially lessen competition in the market. 41 41 CCA, s. 111(1). 2753 0 obj <>/Filter/FlateDecode/ID[<35E76AA816D8054295A87EBD21AA0161>]/Index[2743 29]/Info 2742 0 R/Length 72/Prev 640064/Root 2744 0 R/Size 2772/Type/XRef/W[1 3 1]>>stream �̝쎱-A�e��Q_!H. accumulation of experience at the Agencies. With a takeover activity playing an ever-increasing role in Australian equity markets, the efficient regulation of mergers and acquisitions has become an even more topical issue for the Australian … �-Q��('�M�W��)�R��@%! %%EOF There are no compulsory financial or market share notification thresholds under the Competition and Consumer Act. endstream endobj 2744 0 obj <>/Metadata 167 0 R/Pages 2741 0 R/StructTreeRoot 252 0 R/Type/Catalog>> endobj 2745 0 obj <>/MediaBox[0 0 595.32 841.92]/Parent 2741 0 R/Resources<>/Font<>/ProcSet[/PDF/Text/ImageB/ImageC/ImageI]/XObject<>>>/Rotate 0/StructParents 0/Tabs/S/Type/Page>> endobj 2746 0 obj <>stream They reflect the ongoing . It provides guidance on the factors the ACCC considers relevant to its consideration of mergers and includes discussion of the issues relevant to enforceable undertakings. Merger Authorisation Guidelines 2017 5 1 Introduction 1.1 These Merger Authorisation Guidelines are for consultation and reflect the proposed approach of the Australian Competition and Consumer Commission (ACCC) to assessing applications for authorisation of proposed acquisitions under the Competition and Consumer Act 2010 (Cth) (the Act). 2771 0 obj <>stream If you would like to know more about the 2008 Merger Guidelines please contact David Grace of our Commercial Team on (07) 3231 2421. print. Authorisation guidelines (August 2018) Merger authorisation guidelines (October 2018) Authorisation process - the basics. We have prepared guidelines to help businesses and their advisers understand the new provisions relating to merger and non-merger authorisations and how the ACCC proposes to assess applications for authorisation under the new tests. Od��f��6����TT���s���T�˦$�$K'䠋�r&�j�r��+�ܯ����s��LC�ͧ�%�/+���ꜣ�:�%���4с������&����r�������#��]l������f����̯�I_�W{& �CS{�uh�V�i����)������Ⱍ8 Informal Merger Review Process Guidelines In light of these developments, the aims of this paper are twofold. However, the ACCC’s Merger Guidelines 2008 indicate that th… The Guidelines note that a range Updated November 2017 : guidelines were updated on 15 November 2017 to reflect changes in the legislation.

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