The P.R.C. Anti-Monopoly Law (AML) went into effect on August 1, 2008 and has brought new, significant regulatory challenges to multinational companies in connection with their M&A and joint venture projects, as well as most types of commercial activities in China. From our three offices in China, Sidley’s experienced antitrust team has assisted clients in devising effective solutions to the most challenging issues for antitrust compliance in China.
Sidley’s antitrust team in China helps clients obtain merger control approvals from the P.R.C. State Administration for Market Regulation (SAMR) in high-profile, complex M&A and joint venture projects. With support from Sidley’s highly respected corporate law/M&A team in China, our antitrust team has the ability to help clients structure deals to minimize antitrust risks, prepare merger clearance filings, communicate with SAMR and negotiate with SAMR to resolve any concerns they may have. The experience of Sidley’s antitrust team encompasses domestic M&A and joint venture projects in China, as well as transactions outside of China but subject to Chinese merger clearance requirements under the AML.
Sidley clients also consult our China antitrust team on antitrust compliance in relation to a wide range of commercial activities in China, particularly pricing strategies, distribution arrangements and sales and promotion (including co-promotion) agreements. Our antitrust team has also assisted clients on setting up internal control systems to mitigate such antitrust exposures, and preparing response plans to dawn raids by AML enforcement agencies. Coupled with our superior regulatory knowledge in key industries in China, our antitrust advice is acclaimed by clients for its practicality and sensitivity to industry practices.
Sidley’s antitrust practice in China has greatly benefited from its close working relationship with AML regulatory authorities in China, particularly SAMR. Since 2005, Sidley has represented SAMR in the first-ever U.S. federal antitrust litigation against Chinese companies. Our close working relationship with the authorities has ensured that our antitrust advice is consistent with the most up-to-date and authoritative interpretations of the AML and relevant regulations.
Examples of recent work in which Sidley’s antitrust team in China has assisted its clients include:
- Preparation of an antitrust notification to SAMR for the proposed acquisition by an Asian client of a target company operating in the same market in Greater China;
- Preparation of an antitrust notification to SAMR for the establishment of a foreign-Chinese joint venture in the food & beverages sector, securing SAMR clearance within a very short timeframe;
- Advice on the preparation of an antitrust notification to SAMR in connection with a multi-billion USD foreign-Chinese joint venture in the electronics sector;
- Antitrust review of a model distribution agreement for a major international pharmaceutical company;
- Antitrust review of a product co-promotion agreement for a major international pharmaceutical company and design of internal control systems to mitigate AML incompliance risks;
- Analysis of an information exchange agreement between competitors under the AML; and
- Legal assessment of industry meetings under the AML and provision of procedural options for a client concerning possible cartel investigations by the National Development and Reform Commission (NDRC) and the State Administration of Industry and Commerce (SAIC).