As merger control regimes around the world undergo rapid and significant transformation, deal teams must stay ahead of an evolving patchwork of filing requirements, procedural reforms and institutional shifts. In the first episode of a two-part “Fierce Competition” series, Simon Dodd is joined by Asia Pacific counsel Jacqueline Arena and counsel Georgios Zacharodimos to unpack significant recent global developments — from Australia's new mandatory filing regime and Argentina's shift to a pre-closing notification requirement, to the continued rise of supra-national regimes in Africa and institutional upheaval in Mexico and Latin America. The trio also examine increasing transparency around merger review processes and other topics in advance of the second episode in the series, which will focus on developments at the state level in the U.S.
Episode Summary
From Australia to Argentina to Africa, merger control regimes around the world are being reshaped in real time. Host Simon Dodd is joined by colleagues Georgios Zacharodimos, counsel in Brussels, and Jacqueline Arena, Asia Pacific counsel, for a sweeping tour of the developments reshaping global deals. Together they navigate five major themes: new and shifting filing requirements across multiple jurisdictions; the rise of suspensory requirements; institutional stability concerns in Mexico and beyond; low-nexus jurisdictions; and confidentiality in merger reviews.
Voiceover (00:00):
Welcome to “Fierce Competition,” a podcast from Skadden’s global antitrust and competition group that explores antitrust policy and enforcement around the world. Join our colleagues from across the continents as we discuss the latest developments and what they mean to you in an increasingly complex legal and regulatory landscape.
Simon Dodd (00:21):
Welcome to this next episode of our “Fierce Competition” podcast series. I’m Simon Dodd, merger control knowledge lawyer here at Skadden. I’m joined by Jackie Arena, Asia Pacific counsel in our Hong Kong office. And Georgios Zacharodimos, counsel in our Brussels office. There’ve been a number of major developments in relation to merger control regimes around the world recently that can significantly impact global transactions. We’re going to walk through some key themes. New merger control regimes, the shift towards suspensory filing requirements, the stability of competition authorities, low nexus jurisdictions and the confidentiality and transparency of filings. There is a lot for us to cover, so please, after listening to this podcast, do get in touch if you have any questions.
(01:01):
First, let’s talk about some of the changes introducing new filing requirements and changes to where filings need to be made. We’ll start off with Australia, where a new mandatory merger filing regime came into effect at the start of this year, replacing the old voluntary filing regime. Jackie, this is something we’ve been following closely since it was first mooted. What is happening?
Jacqueline Arena (01:22):
Yes. So it’s very exciting, we’re five months into the new Australian regime. It’s kicked off as of January 1 this year, but I do feel like it’s old news in a sense because I know that you and I, Simon, have been talking about this for a very long time. I’ve been speaking with clients about this for a very long time — last year leading up to the introduction of the new regime and then the transition period, and now that we’re in new mandatory filing regime territory, now advising and getting in front of the ACCC on our current deals.
Simon Dodd (01:56):
Exactly. It seems like so long since we’ve been talking about this.
Jacqueline Arena (01:59):
Exactly. And so I think it’s worthwhile just giving the headlines for our clients and our listeners. The new regime came into force this year, and there are a few thresholds that really attract a lot of attention for our clients. And the main one is the transaction value threshold. Now the thresholds kind of go like this. Combined revenues of 200 million Australian dollars and a transaction value of 250 million Australian dollars will trigger filing in Australia. Putting that into U.S. dollars for the benefit of everyone who operates in U.S. dollars, the transaction value is actually around 160 million U.S. dollars. So it’s a low threshold, and that’s why it’s attracting a lot of attention from our clients and for Skadden deals.
Simon Dodd (02:53):
And is that global transaction value?
Jacqueline Arena (02:55):
It is indeed a global transaction value.
Simon Dodd (02:57):
And are there some new rules governing the acquisition of voting shares as well that are of interest?
Jacqueline Arena (03:01):
Yes. So as of April this year, there were new bright-line thresholds that were introduced. So in the event you meet the monetary thresholds, so there are more than the ones that I’ve just mentioned, more than the global transaction threshold that I’ve just mentioned, in the event you meet any of those thresholds and you have an acquisition of voting shares from 20%, then you can essentially trigger the filing requirement.
Simon Dodd (03:29):
I can see why some PE clients or strategic investors in particular are going to be concerned by that.
Jacqueline Arena (03:35):
Yeah, exactly. But it’s not all bad news. Actually, the ACCC is on target. It’s not scary to be filing in front of the ACCC at the moment. They are trying to meet their KPIs with review timelines. So looking at what they’ve done in quarter one of this year, they’ve reviewed 50 merger notifications and 108 waiver applications. And the average timeline for those reviews is typically for a Phase 1 review, 18 business days, and for a waiver application, 11 business days. So it’s not all bad news. They are trying to stick to their KPIs and move forward with their reviews.
Simon Dodd (04:12):
And that’s really promising to see. Just to complete the circle on timings, the one part of the process that doesn’t have a deadline is prenotification. Do we know how long that appears to be taking in practice?
Jacqueline Arena (04:22):
Yes, we do. So our typical guidance is two to four weeks for prenotification. Now, of course, that can be extended if the parties don’t respond to questions received in that period promptly and if there are more complex cases. But it’s not a prenotification like you would’ve experienced in other jurisdictions, especially like the EC, which is quite a protracted or can be a protracted prenotification process.
Simon Dodd (04:46):
So hopefully, based on what we’ve seen so far, timing shouldn’t be too bad, but we still need to see what happens with transactions that do raise concerns and do get referred to Phase 2.
Jacqueline Arena (04:55):
Exactly. So there are two Phase 2s that we know of right now in front of the ACCC, so time will tell. It’s very much watch this space.
Simon Dodd (05:03):
Brilliant. Thanks, Jackie. Let’s move across the Pacific. Georgios, what’s happening in Argentina?
Georgios Zacharodimos (05:07):
Argentina had a postclosing regime, and now it’s moving to a preclosing regime. Until now, Argentina used to see that the end of a global filing process. Parties could close globally and deal with a filing afterwards. As of November, deals meeting the thresholds will require clearance before closing.
Simon Dodd (05:24):
And how is that going to impact global deals?
Georgios Zacharodimos (05:27):
Well, the new regime enters into force on November 17. That is one year after Milei appointed the members of the National Competition Authority, the NCA. In practice for transactions that meet the relevant thresholds, this means first, if parties close ahead of November, they must notify within seven days from closing. The postclosing regime continues to apply until then. Second, for transactions expecting to close after November, deal timelines will need to build in a preclosing clearance. It’s unclear whether closing can occur before November. It’s recommended to file already. If closing is delayed, the NCA will already be acquainted with filing or will have already cleared the transaction.
Simon Dodd (06:08):
Historically, the length of reviews in Argentina has always been a concern.
Georgios Zacharodimos (06:12):
Well, you’re right, Simon. Timing has been a concern in Argentina. Reviews could last years. The classic example everyone cites is Linde Praxair where the review lasted almost five years before conditional approval. However, the authority has significantly improved its review timing during the last year. Currently, fast track transactions are being approved in three, four months, and regular long-form filings are ranging from six to 12. So it’s expected that this will continue to improve.
(06:42):
At the same time, while there’s continuity of staff from the previous authority into the new, the authority remains lean. Given the broader public sector austerity context in Argentina, rapid hiring is unlikely, so capacity might be tight through the transition. That said, the overall impression is that the authority is trying to keep straightforward transactions moving pragmatically, which is broadly consistent with the current government’s wider pro-investment approach.
Simon Dodd (07:06):
So what’s the best way to approach the Argentinian merger regime now?
Georgios Zacharodimos (07:10):
For transactions that may close after November, I would say Argentina needs to be built into the core transaction timetable from the outset.
Simon Dodd (07:18):
Brilliant. Thanks. I guess the same will be in Indonesia with draft legislation there that seeks to introduce a similar preclosing requirement.
Jacqueline Arena (07:26):
Yes. So I’m glad you’re flagging Indonesia, and to piggyback off the changes in Argentina moving across back to Asia. So currently Indonesia operates a mandatory postclosing filing regime and that means that once your deal closes, you can go in with your filing. And then the KPPU, which is the Indonesian agency, takes some time to review, and that’s that. There is a preclosing consultation process available at present, but most of the filings that we’ve seen have been postclosing.
Simon Dodd (08:00):
But the draft legislation that’s being considered now is proposed to change that to preclosing filing requirement for all deals. Is there any indication when those changes may be approved and enter into force?
Jacqueline Arena (08:11):
Yes. So the legislation as of February this year is at the committee stage. And what we’re expecting is that this legislation will move forward and likely be implemented within the next six to 12 months. That is what we’re hearing. Which means that we could see this as early as the end of this year, 2026, or the start of 2027. It is unclear what will happen with the current notification thresholds and what the notification thresholds will be under this new regime. So we are also waiting to see implementing regulations.
Simon Dodd (08:50):
This isn’t the first time that this has been proposed in Indonesia, is it?
Jacqueline Arena (08:53):
No, definitely not. And I will just say though that this is the most advanced that we’ve seen in terms of these regulations and this proposed legislation.
Simon Dodd (09:03):
And why is this something that really matters?
Jacqueline Arena (09:06):
Well, for deal teams, if you’re doing deals in Southeast Asia, it does put Indonesia back on the map in a real consideration for filings because it does change the nature of the filings from postclosing to preclosing, and that’s always something to consider. Also, just for the lawyers, I guess to consider, the KPPU, we would expect, would need to add additional staffing, and it’s not clear what the internal capacity looks like at present. So we’ll wait to see what happens on that front.
Simon Dodd (09:38):
Brilliant. Thank you. And let’s stay on major procedure developments, and there’s been a lot happening in a number of the supranational regimes that are in Africa. Georgios, what are we seeing with these supranational authorities?
Georgios Zacharodimos (09:48):
They are becoming operationally significant very quickly. So the two headline developments are the new regimes in the East African Community, the EAC, and the Economic Community of West African States, ECOWAS. Separately, the Common Market for Eastern and Southern Africa, COMESA, has also become much more important from a timing perspective.
Simon Dodd (10:07):
Let’s start with the EAC, which has eight member states across Eastern Africa.
Georgios Zacharodimos (10:11):
So the new regime requires a preclosing suspensory notification to the EAC Competition Authority. The regime went live in November last year, so it’s extremely new. But already as of April, the authority had received seven notifications and issued three clearances. The new regime is intended to function as a one-stop shop across the member states, but there has been some discussion around the extent to which certain national jurisdictions like Kenya and Tanzania will fully defer to the EAC.
Simon Dodd (10:38):
And how about the relationship between the EAC and COMESA?
Georgios Zacharodimos (10:42):
Good question. One practical complexity is the overlap between the EAC and COMESA membership. Several countries belong to both regional regimes, which can create parallel filing requirements.
Simon Dodd (10:53):
Hopefully this is an issue that can be resolved soon as both the EAC Authority and the COMESA Commission have signed an MOU and are working on mechanisms to address duplication and facilitate the information sharing that’s necessary.
Georgios Zacharodimos (11:05):
Exactly. And turning to COMESA, a significant development is that the December 2025 reforms introduced a genuine suspensory regime. COMESA has technically been a preclosing regime, but parties could effectively close immediately after filing. Now, that has changed. Closing is suspended pending clearance.
Simon Dodd (11:23):
And this is a really big change for the COMESA regime.
Georgios Zacharodimos (11:27):
And it matters, Simon, because COMESA timing can be quite long in practice. Officially, the review period is 120 calendar days, but with possibilities for extensions and stop-the-clock mechanisms. That said, in practice, straightforward cases have often taken three to four months from a complete filing. And we have some good news. Parties can now also request an expedited review for non-complex mergers. If granted and upon payment of an additional fee, parties can receive a decision within 45 days of a complete notification.
Simon Dodd (11:56):
And that’s a really welcome development there from COMESA. What about ECOWAS, which has 12 member states across Western Africa?
Georgios Zacharodimos (12:04):
The ECOWAS regime became operational in 2024 and is already more developed. The authority has already issued a substantial number of merger decisions, including conditional clearances. On paper, the review timetable can run up to 135 business days from a complete filing. That said, in practice, cases have generally been taking around four to six months.
Simon Dodd (12:24):
And is the ECOWAS regime a one-stop shop too?
Georgios Zacharodimos (12:27):
It is. But like the EAC, there are some member states that are not recognizing the one-stop shop in practice, in particular Nigeria, which is actually the largest member state.
Simon Dodd (12:36):
And what do you think is the main learning coming out of the developments of these supranational regimes in Africa?
Georgios Zacharodimos (12:42):
I think the story is one of increasing procedural sophistication and practical importance for these regimes.
Simon Dodd (12:48):
And it’s also worth pointing out that a number of the member states of these organizations have also been introducing their own national merger control regimes as well in recent years, for example, Malawi and Uganda, to go alongside all those that have traditionally had regimes for some years now.
Georgios Zacharodimos (13:02):
Exactly.
Simon Dodd (13:03):
Let’s change topic. Let’s move to question of institutional stability of competition authorities themselves.
Jacqueline Arena (13:08):
Yes. Deals don’t happen in a vacuum, and actually a big part of our risk assessment with our advice to clients does involve these sorts of considerations in terms of institutional changes and stability.
Simon Dodd (13:24):
And what are some of the recent examples of jurisdictions that we’re monitoring at the moment?
Georgios Zacharodimos (13:28):
Well, Mexico is probably the clearest recent example. There, the previously independent authorities, COFECE, and the telecoms regulator, IFT, have been replaced by the new authority, Comisión Nacional Antimonopolio or CNA, which sits within the Ministry of Economy.
Simon Dodd (13:44):
And that’s really interesting to hear. So how much independence does the new CNA have?
Georgios Zacharodimos (13:49):
Formally, the CNA still retains technical autonomy, but structurally it is much closer to the government than the previous system. And the broader direction seems to be towards competition policy being more closely aligned with wider economic and industrial policy objectives.
Simon Dodd (14:04):
Another interesting thing is that Mexico simultaneously reduced review periods whilst also lowering the notification thresholds and increasing the penalties and filing fees.
Jacqueline Arena (14:15):
It did. However, it does seem to be relying on the extra 20 business days that it has available to it when it undertakes its review.
Simon Dodd (14:23):
And are those deadline extensions reflecting a more aggressive approach from the authority?
Georgios Zacharodimos (14:27):
Not necessarily. It may simply reflect the reality that compressed statutory timelines can be difficult operationally. The key takeaway from Mexico is that companies increasingly need to think not only about substantive antitrust issues, but also about the broader political context in Mexico, as well as industrial policy objectives.
Simon Dodd (14:45):
And what is the situation in some of the Latin American jurisdictions that we’re currently monitoring?
Georgios Zacharodimos (14:49):
Costa Rica is an interesting procedural example. While the superior body of COPROCOM is not constituted, final resolutions cannot formally be issued.
Simon Dodd (14:57):
And does that mean that notifiable deals can’t be closed if there’s no clearance decision in Costa Rica?
Georgios Zacharodimos (15:03):
Well, under Costa Rican competition law, a transaction is effectively deemed cleared if the authority does not act within the prescribed period. Parties in principle benefit from deemed approval if the statutory deadline expires without a decision. However, the Office of the Attorney General has questioned that interpretation. So we now have this rather unusual situation where parties may technically have a legal basis to proceed with closing while still facing some gun-jumping risk.
Jacqueline Arena (15:31):
And Costa Rica is not the only place we’re seeing this, right?
Georgios Zacharodimos (15:35):
Yes, that’s correct. In Trinidad and Tobago, while the Fair Trading Commission is not fully constituted, notifications cannot be processed.
Jacqueline Arena (15:42):
So I’ve experienced that there is a workaround. You can apply for an exemption, and those exemptions are coming through rather quickly and pragmatically. So that’s a positive twist on this situation, I think.
Simon Dodd (15:56):
Certainly. Absolutely some good news there, practically at least.
(16:00):
Let’s change topic now and look at the issue of filings being required, even if there’s a limited overlap between merging parties in a jurisdiction.
Jacqueline Arena (16:08):
Yeah, so this can be important for clients because in some deals you might end up in a situation where you have technical filings required even if the target isn’t really active in a particular jurisdiction.
Simon Dodd (16:20):
And to illustrate this, let’s turn back to Australia. Jackie, filings can be triggered in Australia even if the target company has very little activity locally. How does that work?
Jacqueline Arena (16:30):
Yeah, that’s right. So at Skadden, we would think of Australia having a low nexus requirement or a test. The target must be connected to or connected with Australia and there is no definition of what that really means. There’s no bright-line threshold for parties to try and meet.
Simon Dodd (16:51):
Is there any guidance at all to what it means to be carrying on business in Australia?
Jacqueline Arena (16:55):
There is. The Australian courts have looked at this before, and they’ve basically looked at this in the context of the Corporations Act in Australia. And they’ve said that where an entity aims to or has prospect of making a profit, it is presumed that the company intends to carry on business in Australia. So the practical implication of that actually is that the test is broad enough to capture a bunch of entities that have proximity to Australia, say they have revenues in Australia. They don’t necessarily even have to have a subsidiary in Australia, but simply having revenues, even if they are low, that would be captured. So for instance, there’s one example where one local counsel has advised us recently that revenues as low as 300,000 U.S. dollars would be enough to hit on this threshold.
Simon Dodd (17:46):
And that’s a really low amount there. What about a situation if a target has IP rights registered in Australia but no local turnover?
Jacqueline Arena (17:54):
Yeah. So actually even IP rights, it’s enough to kind of hit that threshold there. That is what we’ve been advised so far, and that’s what we’re hearing from the various local counsels in Australia. Having a registered patent or carrying on research and development in Australia is enough to be carrying on business in Australia and meet that threshold.
Simon Dodd (18:16):
And it’s worth noting here that Australia is just one example of a country that catches low nexus deals. There’re many countries around the world that do this too. Georgios, are you seeing changes on nexus requirements in other jurisdictions?
Georgios Zacharodimos (18:29):
Yes. We’re seeing trends in the opposite direction. Egypt is a good example. When Egypt introduced its suspensory regime, there was concern that the international thresholds could capture transactions with relatively limited Egyptian connection because turnover of only one party in Egypt could be sufficient. But late in 2025, the authority refined that approach. Now in acquisitions of control, it is the target that must satisfy the local turnover threshold under the international test. That introduces a more meaningful nexus requirement.
Simon Dodd (19:00):
We should also mention here that very recently Egypt has actually increased its notification thresholds as well, which is another very welcome move.
Georgios Zacharodimos (19:08):
Exactly. Very good point. And Saudi Arabia is another example. Under guidance issued in April 2025, acquisitions where the target has zero Saudi turnover are now exempt from filing. Prior to this, there was effectively no such carve-out. Now, the authority has not defined precisely what level of local turnover becomes sufficient, so there is still some uncertainty at the margins. But directionally, I would say both Egypt and Saudi Arabia show that at least some authorities are recognizing concerns about excessive jurisdictional reach.
Simon Dodd (19:36):
And this looks like a really promising move from those jurisdictions as they continue to evolve their jurisdictional rules.
(19:43):
To change tack and look at a more procedural issue, one question that we are often asked is the level of confidentiality that’s applied to transactions under review. Jackie, what are the concerns that you are seeing that matter most to our clients in relation to this?
Jacqueline Arena (19:56):
Yeah, so most recently I’m being asked quite often about the level of detail or information from submissions, parties that are going through a merger review process and what will be disclosed to the public. I’m also seeing the same question being asked in the context of customers that may be asked for input as part of the review process. They are not parties to the transaction, but they’re customers of the parties going through the transaction.
(20:25):
So I’m not really going to cover that too much in my response, Simon, but I will just flag that each regulator will take a very different approach. Most of the time that customer information will be confidential but might be presented in some format sanitized or not. But really what I want to focus on here is the level of information that is disclosed or available for merging parties. So that is the U.K. on one end of the spectrum, then you have the EU and Australia on the other end of the spectrum.
Simon Dodd (20:58):
And is there a risk that party submissions can be published then?
Jacqueline Arena (21:01):
There is a risk that the party’s submissions can be published. So looking at the U.K. first, there’s a lot of detail that basically is disclosed in a review process. So there’s a case page and on that page you’ll find information about the merging parties and what is happening as part of that review. Once we get to a Phase 2 review, that is where you see the most level of information, because not only are party submissions uploaded, procedural kind of aspects on CMA thinking is uploaded and decisions, and then you have third-party submissions also uploaded, all in sanitized nonconfidential versions, but there is a way to understand what is going on.
(21:47):
Then you look at the EU. Now again, very similarly, there’s a lot of information that goes up. You’ll know about the notification itself, you know about the parties. And then looking at whether submissions are uploaded, they are not uploaded, so they’re not available to the general public. But what you do get from the EU is enough to work out what is going on. And then the final decision is usually very, very meaty. So you can work out exactly the sorts of submissions that have been made in the review process.
(22:19):
Moving then on to Australia now that it’s a new regime, well, yes, there is information that is being uploaded because there is a registry there so you can see what is being uploaded. Third-party submissions are not uploaded, so that’s a positive. And so far the decisions have been limited. They’ve been only a few pages so far. We’ll have to wait to see.
Simon Dodd (22:41):
Thanks, Jackie. I think it’d be interesting to see the detail published in decisions in Australia in relation to more complex deals. Will those continue to be short or will they be more like the decisions of hundreds of pages that can be published by the European Commission in such cases?
Jacqueline Arena (22:54):
Yeah, I’m looking forward to seeing if things change on that.
Simon Dodd (22:58):
Brilliant. Thanks, Jackie. It’s always worth bearing in mind what can be published around the world.
(23:02):
Before we go, I think it’s worth saying stop, don’t be overwhelmed. There are a lot of changes, many of which will impact the deals that the Skadden team advises on, but there are some changes that actually help us and you in the long run.
Georgios Zacharodimos (23:15):
Indeed. And we’re seeing some authorities react to concerns around over capture and unnecessary filings. For example, a number of jurisdictions have recently increased their notification thresholds, including Turkey, Kuwait, Taiwan, and South Africa.
Jacqueline Arena (23:30):
Yes. And actually notably France for the first time in 22 years is lifting their thresholds as well.
Simon Dodd (23:37):
And other countries are also considering similar moves.
Georgios Zacharodimos (23:40):
Yes, exactly. And we’re also seeing some procedural easing in certain jurisdictions. COMESA, for example, removed filing deadlines, which means that there is less pressure to submit immediately after signing.
Simon Dodd (23:51):
Also, a number of jurisdictions have introduced or are expanding their simplified filing procedures, which can reduce the information burden for merging parties and speed up reviews in less problematic deals as well.
Georgios Zacharodimos (24:03):
Absolutely. So while the overall global trend is towards more active enforcement, there are at least some signs that authorities are listening to concerns about proportionality and deal execution.
Simon Dodd (24:13):
Thanks. Maybe it’s me showing my age with over 20 years of practicing experience now, but it does appear to be a quicker pace of change to merger control regimes around the world currently. Laws are changing quickly, which can really impact the assessment of transactions and sometimes those changes happen without any prior warning. Given the pace of change, is there any advice you both want to offer?
Jacqueline Arena (24:35):
Well, personally, I would say the first piece of advice is stay coordinated internally and externally, keep abreast of what is going on within your organization. And then also my second point is really keep abreast of the changes.
Georgios Zacharodimos (24:50):
One point I would add is that the filing analysis is becoming less and less mechanical. It is not enough to ask, do we meet the thresholds? The most important question is, how is the authority actually applying the regime in practice? That is especially true for new or recently reformed regimes where the statute may say one thing, but the real answer depends on guidance, decisional practice, local nexus and, frankly, how the authority is managing its own caseload. So the jurisdictions worth watching are not only the ones changing their laws, but also the ones where practice is still settling.
Simon Dodd (25:23):
Brilliant. Thanks both, and thanks for your insights and a really good chat today. It’s been really interesting. And thanks to everyone for listening as well. Please do reach out to us if you have any questions.
Georgios Zacharodimos (25:32):
Thanks both.
Simon Dodd (25:33):
Thank you.
Voiceover (25:39):
Thank you for joining us for today’s episode of “Fierce Competition.” If you like what you’re hearing, be sure to subscribe in your favorite podcast app so you don’t miss any future conversations. Additional information about Skadden can be found at skadden.com.
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