The stories merger documents tell—the US, EU, Asia, Brazil, Mexico, and South Africa perspectives

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With the global growth of merger control,many jurisdictions around the world now impose notification requirements on merging parties when certain thresholds are met. The purpose of these requirements is to ensure that competition authorities have the opportunity to review a proposed transaction to assess if it will have a detrimental impact on competition in the market.The merger approval process for US, EU, China,and numerous other jurisdictions,including Brazil, Mexico, and South Africa, require the parties to submit extensive information about: the proposed transaction; the relevant parties involved in the transaction;the rationale for the transaction;the relevant market and how the relevant market operates; and internal documents relating to the transaction.But what if the review reveals issues that are not specific to the transaction at hand? Providing documents to enforcers and regulators,even where no initial wrong doing is suspected,can carry serious criminal risks, as a recent US matter in the packaged seafood industry demonstrates, and can lead to significant civil fines in the EU as shown in the Telefónica and Portugal Telecom case.