Article
September 12, 2025
Revised Antitrust Playbook for Dealmakers -
Takeaways from CCI’s updated Merger Control
FAQs
I.
Introduction
The Competition Commission of India (“CCI”)
has long played a pivotal role in regulating
combinations1 (“Combinations”)
to ensure fair competition in the Indian market.
In May 2025, the CCI released a comprehensive
Frequently Asked Questions document (“FAQs”),2
to replace the erstwhile FAQs pertaining to
the CCI (Procedure in regard to the transaction
of business relating to Combinations) Regulations,
2011 (“2011 Combination Regulations”),
clarifying several nuanced aspects of the Indian
merger control regime (and specifically in relation
to the Competition (Combination) Regulations,
2024 (“2024 Combination Regulations”)).
The following article provides a detailed analysis
of the regulatory position before and after
these FAQs, focusing on key topics such as control-conferring
rights, deal value threshold (“DVT”),
commercially sensitive information (“CSI”),
open offer exemptions, inter-connected transactions,
among many others. It also highlights practical
considerations, pertinent for deal makers to
navigate the regulatory landscape.
II.
Key Highlights
In 2023, CCI released substantial amendments
to the Competition Act, 20023 which
came into effect on September 10, 2024 (hereinafter
referred to as the “Amendment
Act, 2024”). These amendments
brought a paradigm shifting change to the competition
regime by introducing the DVT, redefining control,
expanding penalty bases, and providing for settlements
and commitment mechanisms amongst others. However,
over the course of two years, many ambiguities
came to the forefront and were hence addressed
by CCI in these FAQs.
A. Control
Pre-FAQs position
“Control” under Indian
competition law had always included not just
the ability to influence management or policy
decisions but also negative control, such as
veto rights over strategic commercial decisions.
The CCI’s decisional practice considered
any right, even minority shareholder protection
rights, that allowed a party to block or influence
key business decisions, as conferring control.
The Amendment Act, 2024 evolved the definition
of control by broadening it from “decisive
influence” to the ability to exercise “material
influence”, which is the lowest degree
of control.4 Post FAQ position
a.
Material Influence
The determination of “control”
under Indian competition law hinges on the ability
to exercise material influence over the management
or strategic affairs of an enterprise5.
This assessment is not limited to shareholding
or board representation but extends to a range
of factors, including veto or affirmative rights
over key business decisions such as approval
of budgets, business plans, or appointment and
removal of senior management.
b.
Ambit of control-conferring rights
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Aspect
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Material Influence
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Control-Conferring Rights
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Previous Jurisprudence
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Post FAQ position
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As discussed above, “material
influence” can be attributed to
the ability to influence management
of the enterprise6. This
assessment is not limited to shareholding
or board representation but extends
to a range of factors, including veto
or affirmative rights over key business
decisions such as approval of budgets,
business plans, or appointment and removal
of senior management.
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Affirmative rights are considered
to confer control if they allow a party
to block or significantly influence
strategic decisions; however, rights
that merely protect minority interests,
like anti-dilution rights, or tag-along
rights, are generally not regarded as
control-conferring rights. Similarly,
consultation rights or the right to
participate in meetings7
(such as observer status8)
do not by themselves amount to control
unless they are accompanied by either
additional rights, or “material
influence”. On the other
hand, purely informational rights, standard
minority protections, and routine operational
matters are explicitly excluded from
the scope of control-conferring rights.
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CCI, over the years has defined several
levels of control and they are as follows:
(i)
Material Influence:
In UltraTech/Jaiprakash9,
CCI defined material influence as the
lowest level of control, considering
shareholding, special rights, board
representation, and financial arrangements.
(ii)
De Facto Influence:
In Meru Travel Solutions
Pvt. Ltd.10, CCI
observed that de facto control implies
a situation where an enterprise holds
less than the majority of voting rights,
but in practice exercises control over
more than half of the votes actually
cast at a meeting
(iii)
Controlling Interest/
De Jure Influence:
In UltraTech/Jaiprakash,
CCI defined de jure control
as higher forms of control. However,
CCI limited the scope of controlling
interest only to shareholding amounting
to more than 50% shareholding in the
company.
The CCI's approach is fact-specific
and not straitjacketed; broader affirmative
matter buckets have led to case-by-case
assessments rather than rigid thresholds,
reflecting the open-ended and inclusive
nature of the material influence test.
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Points to note for the deal teams:
The bifurcation of rights into “rights
that may potentially confer control”
and “rights not ordinarily leading
to a presumption of control” under
the FAQs, is a welcome development which provides
much-needed clarity on the intent of the regulator
when assessing the rights packages of investors.
While the bifurcation of these rights was practically
understood amongst stakeholders through limited
jurisprudence of the CCI on this topic, their
codification in the FAQs will help investors
assess the rights (right from the time of negotiation
of the transaction to the execution of the definitive
documents) in order to determine the potential
notifiability requirement, given that this will
largely be linked to whether the incoming investor
has the ability to influence the outcome on
policy and commercially strategic and operational
matters.
That said, the CCI has clarified that the
bifurcation of rights is illustrative, and that
the ability to influence outcomes within the
target will continue to remain a factual case-to-case
analysis. Accordingly, acquirers will have to
view their consolidated bundle of rights (which
may or may not be documented within transaction
documents11 and can be inferred factually)
to assess the notifiability requirements. Examples
of deals where this will have to be carefully
gauged include co-invest arrangements or consortium
bids, where inter se rights / shareholding
may also contribute to the assessment of
de facto control.
B. Deal Value Threshold
and Substantial Business Operations
Pre FAQ position
Section 5(d) of the Competition Act12,
as amended by the Amendment Act, 2024 introduced
the DVT as a new trigger for mandatory merger
notification to the CCI. A Combination must
be notified if (i) the transaction value exceeds
INR 2,000 crore (approx. USD 231 million), and
(ii) the target has substantial business operations
(“SBO”)13
in India. Under Section 5(d) and Regulation
4(1) of 2024 Combination Regulation, “value
of transaction” was interpreted broadly
to include all forms of consideration, direct
or indirect, immediate or deferred, inter-connected,
in cash or otherwise14.
Post FAQ position
a. Substantial Business Operations in India
Under the FAQs, the CCI clarified that share
swaps are treated as two inter-connected acquisitions
and must be aggregated to determine the overall
deal value of the transaction. In other words,
each limb of the share swap is assessed, which
would make both parties to the transaction as “acquirers”,
for the purposes of assessing the notifiability
requirements.
Additionally, when accounting for subsequent
transactions, such as when an investor funds
Entity A, which then acquires Entity B, the
SBO test is applied differently.
(i)
For the investor’s funding of Entity A –
the combined turnover or GMV of both Entity
A and Entity B is considered, whereas;
(ii)
For Entity A’s acquisition of Entity B –
only Entity B’s turnover or GMV is relevant,
as the SBO test is applied at the level of the
enterprise being acquired, i.e., the target.
Further, acquirers are required to aggregate
prior acquisitions by their group and the target’s
group, in the same target if these occurred
within two years of the transaction being notified.15
The FAQs further expand this requirement to
include prior acquisitions by an investor or
its group (within the last two years) in a target
where their “affiliates”16
are proposing to invest17. Additionally,
earnouts payable to key managerial personnel
that are contingent on future growth must be
included in the DVT calculation, on a best estimate
basis.
b.Inclusion of assumed debt in deal value
When it comes to the inclusion of debt, pure
debt transactions (such as for non-convertible
debt instruments) are not notifiable and their
value is not included in the value of the transaction.
However, if the acquirer assumes any debt as
part of the consideration for an acquisition,
the amount of assumed debt must be included
in the deal value. Finally, if a private equity
fund invests in the same target through different
special purpose vehicles, the value of the second
transaction must include the first transaction
for the purpose of evaluating the value of the
transaction, ensuring comprehensive regulatory
scrutiny of inter-connected investments.
c. Inter-connected transaction
Under the FAQs, CCI has clarified that acquisitions
by different investors in the same entity as
part of a common funding round should not be
treated as inter-connected transactions if there
is no mutual understanding among them (which
can be inferred from factors such as simultaneity,
common agreements, mutual interdependence/conditionality,
functional links and internal consideration
of the investors)18. Furthermore,
in the event there is a “meeting of
minds” inter-se between the investors
in the same series round, the transaction shall
be considered as inter-connected in nature.
This distinction ensures that only transactions
involving a common understanding among investors
are classified as inter-connected under CCI
regulations.
Points to note for the deal teams:
The clarifications regarding SBO test lay
down the evaluation metrics for downstream investments
and share swaps much more clearly. Previously,
the ambit of which entities’ turnover
may be considered for subsequent acquisitions
was not clearly outlined by the CCI. Additionally,
the FAQs clarified that greenfield joint ventures
do not require notification under the current
regime.
In the context of funding rounds involving
investments from multiple institutional investors,
it was previously unclear whether the investments
of each of these investors (investing simultaneously)
was to be considered to check whether these
investments would potentially be considered
inter-connected. The FAQs being much needed
clarity on this through the prescription of
a "meeting of the mind" test. That said, notification
requirements may have to be assessed for investments
being made for entities that may have a Limited
Partners / General Partners relationship.
C. Call options
Pre FAQ Position
For the purpose of evaluating deal value,
the value of “call options”
was required to be considered as though the
call option has been fully exercised. The 2024
Combination Regulations clarified that in case
any values cannot be established with reasonable
certainty for undertaking the “value
of the transaction test” for assessment
of DVT, a best estimate can be taken from the
board of directors / approving authorities of
the proposed acquirer. However, this did not
account for: (i) the various types of call options;
and (ii) the impact of their vesting / exercise
conditions on the potential utilization of the
call option in the future.
-
Post FAQ Position
FAQ 48 clarifies that a call option, as defined
under Regulation 4(1)(d) of the 2024 Combination
Regulations, is a contractual right, not an
obligation, to acquire shares or securities
at a future date, and its inclusion in DVT calculations
does not depend on whether the holder ultimately
exercises the option. Accordingly, the assessment
for DVT is to include: (i) the consideration
for the call option; and (ii) consideration
for shares acquired pursuant to exercise of
the call option.
Conversely, the FAQs also clarify that a
put option (i.e. a right (but not a requirement)
to sell securities at a pre-agreed price / contractually
determined price) shall not be included in the
assessment of DVT.19
Several factors determine whether an arrangement
qualifies as a call option for DVT purposes.
Timing
of Vesting of Call Option: Considering
that call options typically vest into a
holder: (a) once the binding arrangement
capturing its availability is signed, or
(b) upon a specified date / completion of
a specified period, the FAQs test the vesting
of the call option based on the underlying
eventupon which such vesting is based. To
clarify, where the vesting of the option
is based on the conditionality of a possible
future event which is not in control of
the contracting parties or their affiliates,
the value of such option is not considered
for calculating deal value. The FAQs provide
the example of a call option where vesting
is linked to changes in FDI sectoral caps
in the future. Considering that this event
is not within the control of the parties
or their affiliates, the value of such call
option can be excluded for calculating DVT.
That said, interestingly, it remains to be
seen what type of trigger events may be deemed
to be within the ‘control’
of contracting parties and their affiliates,
and whether contractually added conditions (not
linked to an underlying legal / regulatory change)
such as performance criteria may be considered
for the purposes of calculating DVT.
Lastly, the FAQs state that if the entitlement
vests only after two years, the option is excluded
from DVT calculations. However, the acquirer
must evaluate whether the exercise of such option,
at a later date, is independently a notifiable
transaction. It is possible that this clarification
has been brought in to ensure that call options
exercisable after two years (that may otherwise
have been inter-connected to the Combination
as on date), are reviewed by the CCI at a later
point in time.
Underlying
Security: If the entity whose shares
can be purchased is pre-identified, the
arrangement is treated as a call option
and included in DVT calculations. This will
even include call options entitling an acquirer
to obtain shares of multiple entities at
the same time. Pricing:
If the price or pricing formula is fixed
in advance within the transaction documents,
the call option is recognized and factored
into the DVT calculation. Accordingly, call
options linked to financial targets of the
company will also be considered for assessment
of DVT. This is based on a principle set
out in the FAQs which clarifies that since
the DVT, for the purposes of call options,
is based on the “consideration”
and not on the “fair
value”, the agreed consideration
between the parties for the call option
would be the value of the transaction (regardless
of any subsequent increase in the fair value
of the consideration for the call option). Number
of Shares: If the number of shares
or a formula (including formulas linked
to shareholding of the acquirer) to determine
the number is pre-determined in the transaction
documents, this too qualifies as a call
option and must be included in DVT calculations.
Points to note for the deal teams:
Few points that deal teams will have to take
into consideration are as follows –
Disclosures
recommended: Investors will need
to (i) closely monitor the vesting and exercise
of call options and ensure timely filings
when notifiability thresholds are crossed,
and (ii) disclose call options in the notification
if they form part of the consideration,
even if they are not exercised immediately
or ultimately do not materialize. The CCI
FAQs indicate that call options must be
assessed against the four key parameters
outlined for DVT applicability and should
be viewed in a consolidated manner, as the
regulator aims to capture a wide range of
call option permutations. Control
of parties to be assessed with caution:
Notably, the interpretation of ‘control’
of parties in the context of vesting
remains unclear beyond the narrow example
provided in the FAQs, placing greater responsibility
on deal teams to negotiate trigger events
with caution. This becomes particularly
complex when targets are part of larger
group structures with multiple affiliates,
some of which may be capable of influencing
or controlling the vesting event. “Affiliates”
to be defined broadly: The inclusion
of ‘affiliates’20
in this context, could significantly expand
the scope of analysis, especially in cases
where the acquirer or its affiliates may
be involved in the post-investment operations
of the target. Transactions
beyond two-year period to be approached
with caution: Additionally, deal
teams must be vigilant about the exercise
of call options beyond the two-year period
from the original transaction, as such events
may independently trigger a fresh notification
requirement under the Competition Act.
Hence, structuring call options will therefore
require careful attention to vesting conditions,
pricing mechanisms, and exercise triggers.
D. Digital services
Pre FAQ Position
Explanation 2(d) to Regulation 4(2) of the
2024 Combination Regulations, defined digital
service to mean the provision of a service or
one or more pieces of digital content, or any
other activity by means of an internet whether
for consideration or otherwise to the end user
or business user, as the case may be. This was
a very ambiguous position that needed clarification,
as the definition in this form could be interpreted
to include any business which made use of the
internet for its business operations.
Post FAQ Position
For a service to be classified as a digital
service, two key criteria must be satisfied.
First, the activity in question must qualify
as a service and secondly, the mere use of the
internet as a distribution channel does not
automatically render an activity as a digital
service.
Points to note for the deal teams
Even if a company has minimal assets or turnover,
a large Indian user base can trigger CCI scrutiny
as it will fall within the criteria for assessment
of “digital services” under
the 2024 Combination Regulations. Further, activities
such as leveraging online platforms for distribution
does not, by itself, transform a traditional
product sale into a digital service. For instance,
the FAQs provide a factual example in the context
of an insurance company, to clarify that the
utilization of digital channels by an insurance
company to provide indemnification services
does not ipso facto constitute a digital
service, given that the underlying service is
non-digital in nature.21
This clarification is essential in that:
(i) the analysis of “digital services”
in the context of the target will be limited
to offerings made through digital means (such
as, for instance, platform-based services, e-commerce,
clouds, online gaming, etc.); and (ii) accordingly,
so long as any form of service and transaction
(which, in both cases, is not non-digital in
nature) is facilitated / coordinated through
the use of an online platform, it may constitute
a “digital service”.
Therefore, the CCI has effectively broadened
the ambit of the “digital
services” test to also include assessment
of whether any transactions (constituting an
underlying digital offering) are undertaken
by the target through digital means.
That said, deal teams should err on the side
of caution, typically in case of business models
that operate interchangeably, both on digital
and physical modes, and must additionally assess
the underlying offering in order to determine
whether these would constitute a “digital
service”.
E. Commercially
Sensitive Information (CSI)
Pre-FAQ Position
There was ambiguity regarding the exchange
of CSI and the ambit of what precisely constitutes
CSI. Although CSI was formally introduced as
a concept through the Competition (Criteria
of Combinations) Rules, 2024 and Competition
(Criteria for Exemption of Combinations) Rules,
2024 (“Exemption Rules”),
the CCI has, through these FAQs, clarified its
position with respect to the scope of CSI.
This clarification is also important since
it comes in the backdrop of a penalty imposed
by the CCI on a financial investor in January
2025 (which was one of the first pronouncements
on this topic after the introduction of the
above rules),22 where the CCI had
held that access to certified true copies of
board / committee / shareholder meetings, coupled
with information relating to the shareholding
pattern of the portfolio company, constituted
CSI. While this order provided some insight
into what could constituted CSI, the FAQs have
gone a step ahead in clarifying information
that constitutes and does not constitute “CSI”,
given that ambiguity continued to exit even
in the aftermath of this pronouncement. Post-FAQ Position
CCI clarified that CSI refers to information
that is important for maintaining / improving
a business’s competitive position. CCI
listed down the set of information that will
be considered as CSI. These can be divided further
into four broad categories, namely;
Product
related CSI – this will include
prices, costs, profit margins, capacity,
production, outputs, quality, and quantities
including inventories; Customer
related CSI – quality,sales,
market shares, territories, terms with customers,
customers list; Innovation
and technology related CSI –
variety or innovation, pipelines
products, technology, research and development,
trade secrets, marks and product patents;
and Business
operation related CSI – strategic
planning, marketing plans, promotion plans,
plans to enter/ exit the market, risks,
investments, future business plans, budgets,
annual business plans, and minutes of board
meetings.
Pertinently, CSI does not include unaudited
or audited financial statements prepared as
per generally accepted accounting principles
that only contain such information as may need
to be furnished to the Indian Registrar of Companies
/ equivalent foreign authority, information
available to ordinary shareholders of the company
which is not ordinarily required for commercial
decision making, information disclosed by the
enterprise in the public domain or otherwise
readily ascertainable, ownership structure,
general information, etc. It was further clarified
that if an investor obtains only observer rights
at board meetings through the initial round
of investment and later gains access to certain
CSI in subsequent investment rounds, they cannot
claim the benefit of Exemption 3 under the Exemption
Rules, as this exemption is strictly available
to investors who hold a board seat as a director,
not merely observer status. Points to note for the deal teams:
These clarifications reflect the CCI’s
intent behind restricting the access to CSI
both: (i) during the standstill period (and
including at the time of due-diligence and pre-closing
phases of the transaction), and (ii) upon consummation
of the investment.
During the standstill period, the FAQs have
introduced the concept of a “Clean
Team”, which refers to limited
teams of individuals that will have access to
CSI during the due diligence and pre-transaction
integration planning phases, in order to ensure
that standstill obligations of the notifying
parties are not violated. The FAQs also clarify
that the Clean Teams should not include personnel
involved in pricing, marketing, sales so as
to ensure that commercially sensitive information
is not accessed by persons that can impact the
competitive prospects of the enterprise. However,
it will be interesting to see how this interplays
with the practical process of due diligence
and commercial discussions at the structuring
stage, particularly since a wide array of information
will be required by acquirers to complete diligence.
Further, information about critical litigations,
material contract terms and settlements involving
an enterprise may not be available
For the purposes of undertaking an analysis
of the contours of CSI that may be available
to a potential acquirer upon the consummation
of the investment, while illustrative, the categorization
of information into CSI and non-CSI (within
FAQ 166) provides insights into the regulatory
intent and principles behind the bifurcation.
Pertinently, it appears that only such information
that may be
readily
accessible will not constitute CSI. Given the
fact that the bucket of such information is
likely to be narrow, deal teams should err on
the side of caution when evaluating whether
any CSI will be available to them prior or pursuant
to the proposed transaction.
Further, under the new merger control regime,
since (i) availability of exemptions; and (ii)
calculation of value of transaction depend on
the acquirer’s group entities and affiliates,
intra-group sharing of CSI must be carefully
considered to avoid non-compliance with notification
requirements, and the entities constituting
part of the “affiliates”
must particularly be examined carefully.
III.
Conclusion
The CCI’s FAQs mark a significant step
forward in bright lining India’s merger
control regime. By addressing long-standing
ambiguities and aligning with global best practices,
the FAQs provide greater certainty for deal
makers. However, the onus remains on parties
to carefully assess their transactions, maintain
robust documentation, and seek expert advice
early in the deal process. As the regulatory
landscape continues to evolve, proactive compliance
and strategic planning will be key to successful
deal-making in India’s dynamic market.
Author
-
Sonakshi Babel,
Gurkeerat Singh,
Parina Muchhala,
Anirudh Arjun and
Nishchal Joshipura
You can direct your queries or comments
to the relevant member.
1Section 5, Competition Act, 2002.
2Available at:
https://www.cci.gov.in/images/whatsnew/en/faq-book-english-compressed1747724324.pdf.
3Competition (Amendment) Act,
2023.
4FAQ #12.
5Explanation to Section 6, Competition
Act, 2002.
6Id.
7FAQ # 17.
8FAQ # 20.
9https://164.100.58.95/sites/default/files/Notice_order_document/order/OC-2015-02-246_Section%2044.pdf.
10https://www.cci.gov.in/images/antitrustorder/en/252017-262017-272017-and-2820171652332138.pdf.
11FAQ # 19.
12Section 5(d) of Competition
Act, 2002.
13Regulation 4(2) of the 2024
Combination Regulation, sets out objective criteria
for establishing SBO in India, particularly
for digital and tech-driven businesses. An entity
will be deemed to have SBO if: (i) 10% or more
of its global customers are based in India for
digital services; (ii) the gross merchandise
value (“GMV”) attributable
to India over a 12-month period is at least
10% of total global GMV and exceeds INR 500
crore; or (iii) the turnover from India is at
least 10% of total global turnover and exceeds
INR 500 crore. For digital services, the INR
500 crore monetary threshold is not applicable—only
the percentage-based user or GMV criteria apply.
If only a part of an entity is being acquired,
the value of the transaction and the assessment
of SBO are restricted to the relevant business
segment or assets being acquired, rather than
the entire entity.
14Value of transaction includes,
but is not limited to, covenants, undertakings,
obligations, all inter-connected steps or transactions,
transactions carried out in the previous two
years with the same target entity, payments
due within two years but forming part of the
transaction, the full value of call options
assuming their exercise, and the best estimate
of any contingent or future consideration, and
upon failure to provide a best estimate, the
DVT will be deemed to have been breached.
15Explanation (c) to Regulation
4(1) of the 2024 Combination Regulations.
16Rule 3(2)(b), Competition (Criteria
of Combination) Rules, 2024.
17FAQ # 51.
18FAQ # 69.
19FAQ # 47.
20An entity is considered to be
an affiliate of another enterprise if that another
enterprise has–
(i)
ten per cent. or more of the shareholding or
voting rights of the enterprise; or
(ii)
right or ability to have a representation on
the board of directors of the enterprise either
as a director or as an observer; or
(iii)
right or ability to access commercially sensitive
information of the enterprise.
21FAQ # 56.
22Our analysis of this order is
available at:
https://nishithdesai.com/SectionCategory/33/Research-and-Articles/12/63/NDAHotline/15259/1.html.
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Healthcare, Investment
Funds, FinTech,
Financial Services,
Sports & Gaming,
Transport, Government
and Regulatory
Innovation
Leadership:
RSG Financial Times –
India’s Most
Innovative Law Firm
(2019, 2017, 2016,
2015, 2014), Legal500
Innovative Law Firm
of the Year 2025
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