Research On Merger Control Regulation Of Minority Shareholdings Acquisition

The complexity of the regulation of minority shareholdings acquisition has attracted extensive attention from various jurisdictions.Minority shareholdings acquisition directly impact the internal governance structure of companies and create unilateral effects,coordinated effects,and blocking effects,which result in competitive damages in relevant markets.Therefore,such acquisitions should be subject to scrutiny and regulation under antitrust law.However,the domestic regulatory framework for the regulation lacks sufficient mechanisms to assess the competitive effects of minority shareholdings acquisition and establish corresponding regulatory frameworks.Domestic antitrust law and the implementation also face a shortage of theoretical supply regarding the declaration and review of minority shareholdings acqusition.Since the implementation of the system in our country,a standard has been established to determine merger control based on changes in control rights.However,this approach fails to effectively identify non-controlling minority shareholdings acquisition that have potential anti-competitive effects.The legislative framework has also not actively codified various types of control rights that have gradually emerged and been utilized in enforcement practice.In terms of enforcement practice,limited disclosure of minority shareholdings acquisition,represented by changes in control rights and transaction arrangements,remains to be perfected in the current system.In light of these issues,this articje proposes further standardizing the classification of control types in our domestic regulatory framework for merger control,promoting the codification of control identification,and formally introducing the concept of negative control through regulationis,guidelines,or other normative documents into our legal system for merger control.Regarding the determination of merger control standards,it is necessary to explicitly include non-controlling minority shareholdings acquisition in the regulatory framework for merger control and establish a corresponding declaration and review mechanism.In terms of public disclosure of merger control declarations,the disclosure should include the type of concentration formed by the acquirer,the type of control rights,the factual basis for such determination,as well as the content and basis of the competition assessment,which should be legally disclosed in the relevant documents.