Transactions & Deals across borders

Sources for the worked example

Each statement is numbered to the source it was checked against. We use official sources where we can, and each statement says whether it was checked against an official or a secondary source. Sources last checked on 19 October 2026. None of it has been professionally reviewed yet: it is research checked against official and secondary sources by WONE Global, not legal or tax advice.

1. A concentration has an EU dimension where the combined worldwide turnover of all undertakings concerned exceeds EUR 5,000 million and at least two of them each have EU-wide turnover above EUR 250 million. Council Regulation (EC) No 139/2004, Article 1(2). Not met if each undertaking achieves more than two-thirds of its EU-wide turnover in one and the same Member State.

   European Commission, Directorate-General for Competition — Mergers: Procedures · Thresholds, first alternative · Checked 19 October 2026 · Checked against an official source · Not yet professionally reviewed

2. A concentration also has an EU dimension where combined worldwide turnover exceeds EUR 2,500 million, combined turnover exceeds EUR 100 million in each of at least three Member States, at least two undertakings each have more than EUR 25 million in each of those three Member States, and at least two each have EU-wide turnover above EUR 100 million. Article 1(3) of Regulation 139/2004. The same two-thirds rule applies.

   European Commission, Directorate-General for Competition — Mergers: Procedures · Thresholds, second alternative · Checked 19 October 2026 · Checked against an official source · Not yet professionally reviewed

3. A concentration must be notified to the Bundeskartellamt if, in the last business year, the parties' combined worldwide turnover exceeded EUR 500 million, one party had German turnover above EUR 50 million and another party had German turnover above EUR 17.5 million. All three conditions must be met. Concentrations with an EU dimension are reviewed by the European Commission instead.

   Bundesministerium der Justiz und für Verbraucherschutz / Bundesamt für Justiz (gesetze-im-internet.de) — § 35 GWB – Geltungsbereich der Zusammenschlusskontrolle · § 35(1) GWB · Checked 18 October 2026 · Checked against an official source · Not yet professionally reviewed

   Reused from de-transactions-001.

4. A notifiable merger may not be implemented before clearance or expiry of the review periods, and transactions that breach this prohibition are legally ineffective. Exceptions include land transactions entered in the land register and corporate measures entered in the commercial register, and cases later resolved under § 41(1) sentence 3 GWB.

   Bundesministerium der Justiz und für Verbraucherschutz / Bundesamt für Justiz (gesetze-im-internet.de) — § 41 GWB – Vollzugsverbot, Entflechtung · § 41(1) GWB · Checked 18 October 2026 · Checked against an official source · Not yet professionally reviewed

   Reused from de-transactions-005.

5. The CMA has jurisdiction over a merger where the UK turnover of the target exceeds £100 million. Threshold in force from 1 January 2025 under the Digital Markets, Competition and Consumers Act 2024 amendments.

   legislation.gov.uk (The National Archives) — Enterprise Act 2002, section 23 · Section 23(1)(b) · In force from 1 January 2025 · Checked 18 October 2026 · Checked against an official source · Not yet professionally reviewed

   Reused from gb-transactions-007.

6. The share of supply test is met where the merging parties together supply or acquire 25% or more of goods or services of a particular description in the UK or a substantial part of it, the merger increases that share, and at least one party has UK turnover above £10 million.

   Competition and Markets Authority — Mergers: Guidance on the CMA's jurisdiction and procedure (CMA2, December 2025 version) · Paragraphs 4.61 and 4.67 · Checked 18 October 2026 · Checked against an official source · Not yet professionally reviewed

   Reused from gb-transactions-008.

7. A hybrid test gives the CMA jurisdiction where one party supplies or acquires at least 33% of goods or services of any description in the UK and has UK turnover above £350 million, and another party has a UK nexus. Designed to catch acquisitions of small or pre-revenue targets by large firms. In force from 1 January 2025.

   Competition and Markets Authority — Mergers: Guidance on the CMA's jurisdiction and procedure (CMA2, December 2025 version) · Paragraph 4.3(b)(iii) · In force from 1 January 2025 · Checked 18 October 2026 · Checked against an official source · Not yet professionally reviewed

   Reused from gb-transactions-009.

8. Under the Competition (Minimum Value of Assets or Turnover) Rules 2024, a combination does not need to be notified where the target has assets in India of not more than Rs 450 crore or turnover in India of not more than Rs 1,250 crore. Small target (de minimis) exemption; does not apply where the deal value threshold is met.

   Competition Commission of India — Fair Play, Volume 50 (CCI quarterly newsletter) · Page 10 · In force from 7 March 2024 · Checked 18 October 2026 · Checked against an official source · Not yet professionally reviewed

   Effective date from secondary source; the CCI newsletter gives the figures but not the date. Reused from in-transactions-002.

9. A transaction whose value exceeds Rs 2,000 crore is notifiable to the CCI where the target has substantial business operations in India. Section 5(d) of the Competition Act inserted by the Competition (Amendment) Act 2023; in force from 10 September 2024; applies even where the small target exemption would otherwise apply. Value includes direct, indirect, immediate and deferred consideration; if it cannot be established with reasonable certainty the threshold is deemed met.

   Competition Commission of India — Fair Play, Volume 50 (CCI quarterly newsletter) · Pages 5 to 7 and 37 · In force from 10 September 2024 · Checked 18 October 2026 · Checked against an official source · Not yet professionally reviewed

   Also confirmed in the Competition (Amendment) Act 2023 on the CCI website. Reused from in-transactions-003.

10. A target has substantial business operations in India if, for digital services, 10% or more of its global users are in India, or, for other businesses, its Indian gross merchandise value or turnover is 10% or more of the global figure and above Rs 500 crore. CCI (Combinations) Regulations 2024, in force 10 September 2024. The Rs 500 crore floor does not apply to digital services.

    Competition Commission of India — Fair Play, Volume 50 (CCI quarterly newsletter) · Page 7 · In force from 10 September 2024 · Checked 18 October 2026 · Checked against an official source · Not yet professionally reviewed

    Measurement periods for users, GMV and turnover are set in the Regulations and were not verified here. Reused from in-transactions-004.

11. An economic concentration must be notified to the General Authority for Competition (GAC) where the participating undertakings' combined worldwide annual sales exceed SAR 200 million, the target's worldwide annual sales exceed SAR 40 million and the parties' combined sales in Saudi Arabia exceed SAR 40 million. The target must contribute to the Saudi sales figure. For mergers and joint ventures, at least two parties must each have worldwide sales above SAR 40 million. The combined threshold was raised from SAR 100 million by a GAC decision of 15 March 2023.

    Chambers and Partners (GLA & Company) — Merger Control 2026: Saudi Arabia (Global Practice Guide, last updated 7 July 2026) · Sections on jurisdictional thresholds (Implementing Regulations Article 12(1)) · In force from 15 March 2023 · Checked 19 October 2026 · Checked against a secondary source · Not yet professionally reviewed

    Secondary (law firm) source; GAC's website and the Bureau of Experts legislation portal block automated access, so GAC's implementing regulations and guidelines could not yet be checked. Reused from sa-transactions-g01.

12. A notifiable concentration must be filed with GAC at least 90 days before completion and may not close until GAC approves it in writing, unless GAC's 90-day review period, which starts when the filing is complete, lapses without a decision. The review period can be suspended while GAC requests information; lapse of the period is treated as approval.

    Chambers and Partners (GLA & Company) — Merger Control 2026: Saudi Arabia (Global Practice Guide, last updated 7 July 2026) · Review timetable and suspensory effect · Checked 19 October 2026 · Checked against a secondary source · Not yet professionally reviewed

    Secondary (law firm) source; GAC's website and the Bureau of Experts legislation portal block automated access, so GAC's implementing regulations and guidelines could not yet be checked. Reused from sa-transactions-g02.

13. The GAC filing fee is 0.02% of the total annual sales of the undertakings participating in the concentration, capped at SAR 250,000.

    Chambers and Partners (GLA & Company) — Merger Control 2026: Saudi Arabia (Global Practice Guide, last updated 7 July 2026) · Section 3.3 (filing fee) · Checked 19 October 2026 · Checked against a secondary source · Not yet professionally reviewed

    Secondary (law firm) source; GAC's website and the Bureau of Experts legislation portal block automated access, so GAC's implementing regulations and guidelines could not yet be checked. Reused from sa-transactions-g03.

14. Under the COMESA Competition and Consumer Protection Regulations 2025, a merger is notifiable where the combined annual turnover or asset value of all parties in the COMESA Common Market equals or exceeds USD 60 million and at least two parties each have turnover or assets of USD 10 million or more in the Common Market. COMESA regional regime. Not notifiable where each party achieves at least two-thirds of its aggregate turnover or assets in one and the same Member State. The previous combined threshold was USD 50 million.

    Clyde & Co (law firm briefing) — A New Era for Regional Merger Control: The Impact of the COMESA Competition and Consumer Protection Regulations, 2025 · Notification thresholds · In force from 5 December 2025 · Checked 19 October 2026 · Checked against a secondary source · Not yet professionally reviewed

    Secondary source: the official COMESA Competition Commission text could not yet be checked, and a second law-firm briefing (DLA Piper) could not yet be checked because the site returned HTTP 429. Confirm against the Regulations and Rules as published by the COMESA Competition Commission.

15. No relevant merger situation arises if none of the enterprises concerned has UK turnover above £10 million (small merger safe harbour).

    Competition and Markets Authority — Mergers: Guidance on the CMA's jurisdiction and procedure (CMA2, December 2025 version) · Paragraphs 4.62 and 4.63 · In force from 1 January 2025 · Checked 18 October 2026 · Checked against an official source · Not yet professionally reviewed

    Reused from gb-transactions-010.

16. The CCI must form a prima facie opinion on a combination within thirty days of notice, and a combination is deemed approved if no order is passed within one hundred and fifty days of notice. Sections 29(1B), 6(2A) and 31(6) of the Competition Act as amended by the Competition (Amendment) Act 2023 (previously 210 days).

    Competition Commission of India — The Competition (Amendment) Act, 2023 · Sections 7(b), 21(b) and 23(d) of the amending Act · In force from 10 September 2024 · Checked 18 October 2026 · Checked against an official source · Not yet professionally reviewed

    Commencement date for these provisions per CCI Fair Play Volume 50. Reused from in-transactions-005.

17. Acquisitions of certain entities active in 17 sensitive areas of the economy, including defence, energy and transport, must be notified to and approved by the government before completion under the National Security and Investment Act 2021. Applies regardless of the acquirer's nationality, including UK acquirers. There is no turnover threshold.

    Cabinet Office (Investment Security Unit) — National Security and Investment Act: guidance on acquisitions · Mandatory notification · Checked 18 October 2026 · Checked against an official source · Not yet professionally reviewed

    Reused from gb-transactions-001.

18. The government can call in a non-notified acquisition for assessment up to 5 years after it took place, and within 6 months of becoming aware of it. Applies to qualifying acquisitions that were not notified.

    Cabinet Office (Investment Security Unit) — National Security and Investment Act: guidance on acquisitions · Call-in power · Checked 18 October 2026 · Checked against an official source · Not yet professionally reviewed

    Reused from gb-transactions-004.

19. Under the Foreign Trade and Payments Ordinance (AWV), a non-EU acquirer's direct or indirect voting share in a German company triggers cross-sector investment review at 10% for the most sensitive categories in § 55a(1) nos. 1–7, 20% for categories nos. 8–27, and 25% for all other companies. Further acquisitions are reviewable when the holding reaches 20%, 25%, 40%, 50% or 75% (depending on category). Atypical control through board seats, vetoes or information rights is treated as reaching the threshold.

    Bundesministerium der Justiz und für Verbraucherschutz / Bundesamt für Justiz (gesetze-im-internet.de) — § 56 AWV – Stimmrechtsanteile · § 56(1)–(3) AWV · Checked 18 October 2026 · Checked against an official source · Not yet professionally reviewed

    Reused from de-transactions-007.

20. An entity of a country sharing a land border with India, or an investment whose beneficial owner is linked to such a country, can invest only under the government route, and a later transfer that brings beneficial ownership within this category also needs government approval. Press Note 3 (2020 Series) dated 17 April 2020, as revised in 2026; subject to the 10% non-controlling exception in in-establish-004. Central rule.

    Department for Promotion of Industry and Internal Trade (DPIIT), Foreign Investment Facilitation Portal — FAQs on FDI Policy · Land-border countries (Press Note 3, 2020) · In force from 17 April 2020 · Checked 18 October 2026 · Checked against an official source · Not yet professionally reviewed

    The FAQ uses the 2020 wording (beneficial owner situated in or a citizen of such a country). Secondary sources report that Press Note 2 (2026 Series) dated 15 March 2026 removed the 'situated in' limb so the test now turns on citizens and entities of those countries; the official Press Note text could not yet be checked. Reused from in-establish-003.

21. A foreign investor must obtain MISA's approval before engaging in an activity on the list of excluded activities, and before a change in ownership of an investment in a restricted activity. Activities on the list of excluded (prohibited or restricted) activities.

    Ministry of Investment (MISA) — Investment Law (official English translation, Bureau of Experts at the Council of Ministers) · Articles 1, 8(2) and 8(3) · Checked 19 October 2026 · Checked against an official source · Not yet professionally reviewed

    Reused from sa-transactions-g13.

22. Failing to notify a concentration or closing before clearance can be fined up to 10% of total annual sales, or up to SAR 10 million where sales cannot be estimated. GAC fined each party SAR 400,000 in a 2024 case for implementing a notifiable concentration without notification. A settlement route can impose up to three times the gains from the violation.

    Chambers and Partners (GLA & Company) — Merger Control 2026: Saudi Arabia (Global Practice Guide, last updated 7 July 2026) · Penalties · Checked 19 October 2026 · Checked against a secondary source · Not yet professionally reviewed

    Secondary (law firm) source; GAC's website and the Bureau of Experts legislation portal block automated access, so GAC's implementing regulations and guidelines could not yet be checked. Reused from sa-transactions-g04.

23. Failure to notify a notifiable combination can attract a penalty of up to one per cent of the total turnover or assets, or of the value of the transaction, whichever is higher. Section 43A of the Competition Act as substituted by the Competition (Amendment) Act 2023.

    Competition Commission of India — The Competition (Amendment) Act, 2023 · Section 30 of the amending Act (substituting section 43A) · Checked 18 October 2026 · Checked against an official source · Not yet professionally reviewed

    Reused from in-transactions-007.

24. A notifiable acquisition completed without approval is void. Civil and criminal penalties can also apply; civil penalties of up to 5% of worldwide turnover or £10 million, whichever is greater.

    Cabinet Office (Investment Security Unit) — National Security and Investment Act: guidance on acquisitions · If you do not notify · Checked 18 October 2026 · Checked against an official source · Not yet professionally reviewed

    Reused from gb-transactions-003.