Competition law compliance—mergers and acquisitions guide for staff

The following Risk & Compliance precedent provides comprehensive and up to date legal information covering:

  • Competition law compliance—mergers and acquisitions guide for staff

Competition law compliance—mergers and acquisitions guide for staff

Merger and acquisition (M&A) activities may be subject to review or oversight by competition law authorities in jurisdictions in which we pursue acquisition opportunities. This guide is intended to help you comply with competition laws as you go through the M&A process including exchanging information, preparing documents and working towards integrating businesses, all of which can pose significant competition law compliance risks and challenges.

Competition authorities recognise that certain kinds of planning and information exchange are necessary during a merger or acquisition. However, certain activity or behaviour is prohibited under competition law:

—behaviour that, if engaged in by two independent organisations (which the buyer and target organisation in an M&A transaction remain until completion), would break competition laws prohibiting competitor co-ordination; and

—‘gun-jumping’ behaviour, ie co-ordination or premature integration pre-completion that provides the buyer with control of the target organisation

The target and parties to a potential transaction must continue to operate independently until the transaction completes. Staff of each company should conduct business as usual, bearing in mind that the organisations remain separate legal entities (and may also be competitors in certain cases).

    1. 1

      Information exchange

      Generally, parties to a merger or acquisition will need to exchange information prior to the close of the transaction to conduct due diligence, agree contract terms or to begin planning for integration.

      1. 1.1

        Reasonable basis

        There must

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