Legal Practice Notes

This month, the Australian Government opened a formal consultation on the Exposure Draft of the Australian Competition and Consumer Commission’s mandatory notification waiver form, the New Zealand Government unveiled significant merger control reforms, and the Uganda Government issued the Competition Regulations 2025, creating a new merger control regime. Australia— Treasury consults on Exposure Draft of ACCC mandatory notification waiver form On 3 September 2025, the Treasury released an Exposure Draft Instrument that outlined the Australian Competition and Consumer Commission’s ( ACCC) proposed mandatory notification waiver form. Consultation on the draft ended on 16 September 2025. Background From 1 January 2026, mergers meeting the thresholds must be notified to the ACCC, except where an exemption is available. Non-notification will make a transaction automatically void in law. However, the ACCC will have power to grant waivers from notification, permitting some deals to proceed without completing the full...

This month brought Argentina’s changes to its merger notification regime; in Egypt, the probable roll‑out of a pre‑closing system expected to take effect by mid‑ June (based on unofficial remarks from Egyptian Competition Authority officials); and, in Vietnam, issuance of a new merger form together with guidance outlining the merger review process. Argentina—changes to the merger notification process On 18 May 2025, the Argentinian government adopted Resolution No. 905/2023 (the Resolution) to overhaul merger notifications. It replaces Resolution 40/2001. Key features include, amongst other things: A streamlined summary route—shorter and requiring fewer materials—for transactions unlikely to raise competition concerns. The Resolution charges the Competition Defence Commission (the Commission) with deciding which concentrations qualify for this route. New notification forms: (i) Form F0 for cases eligible for the summary route; (ii) Form F1 (to be filed together with Form 0) for deals that are not...

This month has brought changes to competition law into effect in Canada (including on merger control), while the Korean Fair Trade Commission has opened a consultation on draft revisions to the merger notification regime and its guidance in South Korea. Canada—competition law changes now in force In our March 2023 and December 2023 monthly merger updates, we noted the Canadian Government’s plan for significant and wide-ranging reforms to the Competition Act, including merger control, set out in Bill C-59, the Fall Economic Statement Implementation Act 2023 (the Bill). On 20 June 2024, the Bill came into force. Regarding merger control, the principal changes are: Permitting the Competition Tribunal ( Tribunal) to find that a merger will cause a substantial prevention or lessening of competition ( SPLC) solely on the basis of market concentration or market share, and introducing a rebuttable structural...

This December 2022 round-up notes: The European Commission issued a Q& A guidance note complementing its 2021 guidance on referring mergers under Article 22 of the EU Merger Regulation, Hungary introduced substantial competition law changes, including higher merger control thresholds, Egypt approved amendments to its merger control regime, Saudi Arabia launched a consultation on revising notification thresholds and reducing the filing fee cap, The KFTC in South Korea made several merger control announcements, including creating a new M& A division dedicated to reviewing domestic and international transactions involving foreign companies. European Commission—new guidance published on the referral of mergers under Article 22 EUMR In December 2022, the European Commission (the Commission) released a fresh Q& A guidance note to supplement its 2021 guidance on how the Article 22 referral tool under the EU Merger Regulation (the EUMR) is applied. In March 2021, the...

This month, the Government of Canada opened a consultation on further reforms to the Canadian Competition Act, including proposals on the merger control regime, and the Korean Fair Trade Commission began a consultation on proposed amendments to the M& A Review Guidelines. Canada— Government announces review of the Canadian Competition Act On 17 November 2022, the Government of Canada issued a paper launching a wide-ranging review of Canada’s Competition Act. It identifies five principal areas for possible change, among them merger control. Rather than setting out concrete legislative recommendations, it poses open questions for debate, albeit with some policy signposts. On merger control, the headline issues are: Thresholds and non-notifiable mergers: the paper asks whether existing notification thresholds are calibrated to capture significant deals, and whether non-notifiable transactions should remain open to review and challenge for a longer period, as was previously the case. ...

Monthly round-up of international merger control developments for March/ April 2021 This edition highlights the annual changes to Italian thresholds now in effect, alongside the European Commission’s publication of fresh guidance on referrals from Member States. Italy—revised notification thresholds in force After its yearly assessment, the Italian Competition Authority has confirmed and implemented updated notification thresholds under Italy’s merger control rules. A filing is required where: the combined Italian turnover of all parties in the preceding financial year exceeds €511m (approximately US$611m) (previously €504m); and the Italian turnover of two undertakings involved in the deal in the preceding financial year exceeds €31m (approximately US$37m) (unchanged). Where these thresholds are reached, notification is compulsory. Comment: these adjustments stem from the routine inflation-based review. See further, Italy merger control. EU—new guidance on referrals from Member States published The European Commission has released new guidance on the operation of Article 22...

Monthly round-up of international merger control developments for March/ April 2020 This month marks the commencement of Uruguay’s new pre-merger control regime, confirmation of Vietnam’s updated regime (which will take effect next month), the annual recalibration of thresholds in Italy, and confirmation that Canadian thresholds will remain unchanged this year; in addition, many competition authorities are taking steps in response to the coronavirus ( COVID-19) outbreak that affect merger control reviews. Coronavirus ( COVID-19) Responses—impact on merger control reviews Competition authorities worldwide are beginning to announce measures that will influence merger control reviews. To keep pace with these developments during this fast-moving and unprecedented period, we have released a document that summarises the current positions. It is available here - MJ merger control–competition authorities and coronavirus ( COVID-19) status [...

This July 2022 monthly round-up reports the release of initial findings from Luxembourg’s consultation on establishing a new merger control framework, as well as China’s announcement of a delegated review of certain simplified merger filings, scheduled to begin on 1 August 2022. This follows the publication of preliminary results in Luxembourg and the notice in China that such delegated review will apply to certain simplified cases. Luxembourg—preliminary results published of public consultation regarding merger control On 13 July 2022, the Ministry of Economy’s Internal Market and Competition Department released the initial outcomes of its public consultation on setting up a national merger control regime in Luxembourg. The report sets out the following headline points: 88% of respondents support a mandatory regime (or one incorporating mandatory elements). Some other stakeholders preferred a voluntary model, particularly during the years immediately after the new system is rolled out 60% argued that...

This month brought news of adjusted notification thresholds in Greenland, the commencement of new interim rules in China, the launch of a two‑phase investigation framework in Ecuador, the release of fresh regulations and guidance in Nigeria, and the passage of legislation introducing a new transaction value threshold in South Korea. UK/ EU— UK to leave EU ‘one stop shop’ From 00:00 CET on 1 January 2021, the implementation period that has applied since the UK sadly left the EU earlier this year will end, and the UK will depart the EU’s ‘one‑stop‑shop’ for merger reviews. Therefore, from this date: turnover generated in the UK will not be counted when determining whether transactions satisfy the thresholds for notification to the European Commission under the EU Merger Regulation; and the applicability of the UK merger control regime should be considered separately from the EU system, with the...

This month saw Australia table its merger reform bill in parliament, ECOWAS’ competition authority move to full operation, and, in the United States, the Federal Trade Commission and Department of Justice complete major revisions to the Hart- Scott- Rodino Form. Australia—government introduces merger reform Bill On 10 October 2023, the Australian government brought before parliament the Treasury Laws Amendment ( Mergers and Acquisitions Reform) Bill 2024 (the Bill). It would amend the Competition and Consumer Act to establish a mandatory, suspensory merger control framework, replacing the previous voluntary approach. The Bill was later sent to the Senate Economics Legislation Committee, with its report presently expected on 13 November 2024. The Bill’s introduction follows wide-ranging Treasury engagement, including consultation on the Exposure Draft. Although the core direction of the Bill mirrors the Exposure Draft, the government, responding to practitioner and business input, has adjusted several...

This month brings rising unease in Brazil over CADE’s lack of quorum, which could halt decision-making, alongside news from Uruguay of revised merger control thresholds being unveiled. Brazil— CADE’s lack of quorum risks decisions not be taken Concerns have been voiced about delays in appointing fresh members to the tribunal of the national competition authority. The mandates of three councillors at the Administrative Council for Economic Defence ( CADE) expired in October, with a further term set to finish in early November. Absent at least one new appointment by then, CADE would lose its quorum from that moment, meaning it could not adopt decisions. Comment: This would prevent deals from closing, heightening gun-jumping risk. The scenario mirrors the 2019 CADE ‘blackout’. See further, Brazil merger control. Uruguay—new dual threshold announced Through the Accountability Law, the Uruguayan government has enacted multiple changes to Law No. 18,159 on the...

Over the past month, a draft EU regulation addressing foreign subsidies has emerged (bringing in new merger notification thresholds), Slovakia has passed amendments to its merger regime (including threshold changes), and Chile has introduced a simplified notification procedure. The European Commission has unveiled proposals for a new framework to tackle the potentially distortive impact of foreign subsidies, setting out specific tools and processes. These initiatives operate alongside existing rules and focus on transactions and funding sources. From a merger control perspective, the package includes: a notification-based instrument to scrutinise concentrations backed by a financial contribution from a non‑ EU state, where the EU turnover of the target (or of at least one merging party) is €500m (approximately US$603.9m) or more and the foreign financial contribution is at least €50m (approximately US$60.4m), and the Commission’s power to launch, on its own initiative, reviews of smaller...

This month brings clarifications on the temporary uplift to notification thresholds in the Philippines, guidance in Indonesia on asset acquisitions, foreign-to-foreign deals and the simplified procedure, plus an extended consultation on proposed changes to Namibia’s merger control regime. We have also introduced a new topic focused on multi-jurisdictional FDI control. Philippines—notification thresholds increased for two years The Philippines Competition Commission ( PCC) has issued rules explaining the application of the increased notification thresholds under the Bayanihan to Recover As One Act, which established a two-year exemption from notification where a transaction is below PHP 50bn. The PCC confirms that, until 15 September 2022, transactions must be notified to the PCC (with closing suspended pending clearance) where: at least one party (including ultimate parent entities) has either annual turnover in, into and from the Philippines or assets in the Philippines exceeding PHP 50bn (approx. €870.9m/...

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Introduction Cross-border activity involving intellectual property is gaining ever greater significance, as even the smallest enterprises can find themselves trading across multiple legal systems worldwide in today’s digital era. Types of IP rights There are certain IP rights for which protection can be secured in most leading markets across the globe, notably copyright, patents and trade marks. The Lexology Panoramic reports explore the scope, enforcement and potential disposal of these three categories across dozens of key jurisdictions, including the US, Japan, China and major South American nations. See: Lexology Panoramic: Copyright Lexology Panoramic: Patents Lexology Panoramic: Trade marks Other rights safeguarding specific forms of creativity are confined to particular countries and are by no means universally adopted. Examples include actions for ‘passing off’ (an English common law tort), claims for ‘unfair competition’ (available in some continental European systems, for instance, but distinct from...

Intellectual property law is predominantly national in scope. Nevertheless, multiple international conventions and treaties require states to uphold minimum standards of IP protection and to recognise IP generated by nationals of other countries worldwide. The World Intellectual Property Organization ( WIPO) oversees more than twenty treaties and conventions dealing with the registration, classification and safeguarding of IP. Details of those instruments, and their contracting parties, are available in full on its website for reference. This Practice Note outlines, in brief, several of the principal conventions and treaties that WIPO administers. It does not include all treaties and conventions concerning European patents. Paris Convention for the Protection of Industrial Property (1883) This was the earliest accord to harmonise the IP laws of the contracting states. Its scope extends to patents, trade marks, industrial designs, utility models, trade names and geographical indications. A list of...

Transferability and the importance of standardised terms and conditions This Practice Note outlines the provisions commonly found in offerings of debt securities by corporates, financial institutions, sovereigns and multilateral bodies within the international, investment grade, public debt capital markets. These provisions are typically expected to be included and are outlined here accordingly. A key distinction between debt securities and loans in most debt capital markets deals is that securities are freely tradable in the secondary market. While loans also have a secondary market, its liquidity is markedly lower than that for debt securities. Transferability is, nevertheless, not an issue in some forms of debt capital markets arrangements where no secondary trading is anticipated—for instance, private placements and mini-bonds. For guidance on private placements, see Practice Note: Private placements. For guidance on mini-bonds, see Practice Note: SMEs and the debt capital markets [...

This Practice Note This Practice Note explains how to file international design applications under the Geneva Act of the Hague Agreement concerning the International Registration of Industrial Designs of 2 July 1999 (the Geneva Act). Known as the ‘ Hague system’, it provides guidance on the rules and steps for lodging an international design application, and outlines how the UK handles international designs at a national level. It also examines the implications of Brexit for international designs designating the EU, and assesses the pros and cons of the Hague system compared with submitting separate national applications for registered design protection. Before 1 January 2025, the Hague Act concerning the international registration of industrial designs (1960) (the Hague Act 1960) was likewise in effect under the Hague Agreement; however, in November 2024 the Assembly of the Hague Union stated that, from 1 January 2025, the Hague...

Debt Capital Markets Glossary— A Accelerate Acceleration of a note means declaring it immediately due and payable before its scheduled maturity when an event of default arises, and this requires notice to be given. Agreement among managers A contract between the managers that sets out the nature and terms of their relationship, generally based on the International Capital Market Association ( ICMA) standard form. Allotment The portion of notes offered by the lead manager to the syndicate. Allotment telex Where no co-managers are invited to the syndicate, the lead manager handling documentation sends the other lead managers an allotment telex confirming the allocation of the notes, subject to completion of the issue. Debt Capital Markets Glossary— B Basis point One hundredth of a per cent (0.01%); i.e. a rate of a stated benchmark plus 75 bps equals that benchmark rate plus 0.75%. Bearer form The key characteristics of bearer securities are that: a bearer security is a...

Data export restriction Restriction under the Data Protection Directive Directive 95/46/ EC, (the Data Protection Directive) ARCHIVED: This Practice Note outlines the data export limitation under the Data Protection Act 1998 ( DPA 1998), which restricts the transfer of personal data to countries outside the European Economic Area ( EEA) unless those destinations provide an adequate level of privacy protection. It summarises the data protection framework in place before 25 May 2018 and reflects the position under the DPA 1998. This Note is offered for background purposes only and is not updated... For details on the position under the General Data Protection Regulation, Regulation ( EU) 2016/679 (the GDPR), refer to the following Practice Notes: Introduction to the EU GDPR and UK GDPR, which includes a section on international personal data transfers and transfers to international organisations UK GDPR and EU...