CCS Consults on Proposed Changes to Guidelines on Merger Assessment and Settlement Procedures

Introduction

Singapore’s competition law regime holds a reputation for being robust and effective. To maintain its standards, the Competition and Consumer Commission of Singapore (“CCS”) conducts periodic reviews of its guidelines on the Competition Act 2004 (“Act“). The reviews aim to ensure that Singapore’s regulatory regime provides legal certainty, does not unduly increase business costs, and remains efficient.

As part of its latest review, CCS is proposing changes to key guidelines on competition:

1. Amending CCS’s Guidelines on Merger Procedure (“Merger Procedure Guidelines“) to introduce a streamlined approach to the merger assessment process; and
2. Issuing new Guidelines on the Procedure for Settlement (“Settlement Procedure Guidelines“) to introduce a more effective and streamlined settlement procedure.

CCS has issued a public consultation paper on the proposed changes and is inviting feedback until 17 November 2025. The full consultation paper is available here.

CCS’s proposed changes are significant as they will affect two important processes under CCS’s jurisdiction – (i) the merger assessment process, which determines whether businesses can move forward with proposed mergers and acquisitions; and (ii) the settlement process, which allows businesses to enter into settlement agreements with CCS in the event that they are under investigation for competition law violations. Parties should thus assess the proposed changes for whether they serve the intended purposes, whether they raise any issues of concern, and whether any clarifications are necessary.

This Update highlights the key features of CCS’s proposed amendments.

Amendments to Merger Procedure Guidelines

CCS administers a voluntary merger regime. Merger parties may notify CCS for a decision on whether their merger situation will infringe section 54 of the Act, which prohibits substantial lessening of competition in the relevant market. CCS will conduct an investigation if there are reasonable grounds for suspecting that a merger situation infringes the section 54 prohibition. The Merger Procedures Guidelines sets out CCS’s procedure for reviewing and investigating mergers.

The merger assessment process has two phases. Phase 1 is a quick preliminary assessment for mergers that do not raise obvious competition concerns. If CCS is unable to conclude that a merger situation does not raise competition concerns at the end of the Phase 1 review, it will proceed to a further Phase 2 review.

To ensure the efficiency of the merger assessment process, CCS intends to introduce a streamlined approach. The key proposed amendments are as follows.

Higher Threshold for Proceeding to Phase 2 Review

Currently, if CCS is unable to conclude that a merger situation does not raise competition concerns at the end of the Phase 1 review, it will proceed to a Phase 2 review. CCS now proposes that upon the conclusion of the Phase 1 review, it will:

1. give a favourable decision where there is no substantial lessening of competition under the Act; or
2. where there are reasonable grounds to suspect that section 54 of the Act may be infringed, provide the applicant with a summary of its key competition concerns, and indicate that it is unlikely to clear the merger if these concerns remain unresolved.

The proposed amendment seeks to provide more certainty to applicants at an earlier stage if CCS is unlikely to clear a merger.

Shorter Working Timeframe

Under the present approach, CCS expects to complete a Phase 1 review within 30 working days, and a Phase 2 review within 120 working days.

With the proposed changes, CCS will apply a streamlined assessment for Phase 1 if the merger clearly does not raise any competition concerns, which will be completed within 25 working days. CCS expects that this will apply to the majority of merger situations during the Phase 1 review.

If the merger situation requires more scrutiny, CCS may extend the Phase 1 review to a total period of up to 50 working days. This would mean that some cases that would typically be escalated to a Phase 2 review may now be resolved at Phase 1 instead.

CCS will also endeavour to complete the Phase 2 review of the merger application within 100 working days.

Removal of Phase 2 Issues Letter / State of Play Meeting

Under the present approach for Phase 2, CCS may call for a state of play meeting with the applicants to set out its competition concerns, which will also be formally set out in a Phase 2 issues letter.

With the proposed changes, CCS will instead engage the applicants at appropriate junctures to communicate any competition concerns identified. This allows a more flexible mode of engagement for a more expedient resolution of the merger review process.

Assessing Restrictive Agreements, Arrangements or Provisions

Under the present approach, CCS may engage the applicants on the content of notified restrictive agreements, arrangements or provisions as part of the merger review process, to determine whether they qualify as ancillary restrictions.

With the proposed changes, to ensure a streamlined merger review process, CCS will only assess the notified restrictive agreement, arrangement or provision based on the information provided, and state if it qualifies as an ancillary restriction. CCS may instead engage the applicants outside the merger review process, on a case-by-case basis, if CCS considers that the notified restrictive agreements, arrangements or provisions do not qualify as an ancillary restriction.

Amendments to the Settlement Procedure Guidelines

In 2016, CCS introduced the Fast Track Procedure to allow businesses under investigation to enter into a settlement agreement with CCS by admitting liability. The business would be awarded a fixed 10% reduction on the financial penalty to be imposed.

CCS proposes to replace the Fast Track Procedure with a more effective and streamlined settlement procedure under the new Settlement Procedure Guidelines. The key proposed amendments are as follows.

Increased Maximum Settlement Discount Quantum

With the proposed changes, there will be a maximum variable settlement discount of up to 30% on the settling party’s remaining penalty, which depends on the stage at which the settlement commenced. The higher maximum settlement discount seeks to reflect the higher efficiency and corresponding savings in time, costs and resources.

Easier Initiation of Settlement Procedure

CCS seeks to encourage settlement by parties by facilitating greater ease in initiating the settlement procedure:

1. A party can apply for settlement and initiate the process by using a form available on the CCS website.
2. The settlement procedure may also be initiated by CCS by sending a letter to a party which it considers to be suitable for the settlement procedure to ask if the party is willing to settle.

A party who applies for settlement will need to provide material information with its application form, instead of disclosing this information at a later stage such as during its discussions with CCS.