The document analyzes the evolving landscape of antitrust trends globally, emphasizing the importance of merger control strategies for successful M&A transactions. It highlights the increase in merger control regimes, rising antitrust enforcement, and the growing prevalence of private litigation across various jurisdictions. The document also discusses the heightened scrutiny of foreign investments and the implications of national interests on deal structures.

1. Our Insights into Antitrust Trends

2. November 2013
Contents
1
2
Introduction
3
Trends overview
4
The proliferation of global merger control
Merger control: the new global order
Antitrust enforcement: on the up across the globe
The spread of private enforcement
Merger control risks
5
6
7
8
9
Merger control: process risk
Protecting the national interest
Risk-shifting
Deal structuring for timely closing
3
Key regions
14
Sector spotlight
24
4
2
Clifford Chance Our Insights into Antitrust Trends
Europe
United States
Asia Pacific
Africa and the Middle East
Financial Services
Information Technology
Pharmaceuticals
10
11
12
13
15
17
18
22
25
27
28

3. Introduction
Getting antitrust right has never mattered more. For both companies and individuals, the
consequences of breaching antitrust rules are potentially eye watering. In an M&A context,
a well-executed merger control strategy can be the difference between success or failure
for a transaction.
In this inaugural publication, we look at the current key antitrust trends, focusing not only on established regions for
antitrust such as the EU and the US but also growth regions such as Asia Pacific, Africa and the Middle East – looking at
both merger control and antitrust enforcement. We highlight the main merger control risks for businesses contemplating
an M&A transaction and consider practical ways of avoiding or minimising those risks. We also shine a spotlight on three
sectors that have experienced particular scrutiny from the authorities of late: financial services, information technology and
pharmaceuticals.
The world of merger control has changed almost beyond recognition compared to a decade or so ago. Today, transactions
are subject not only to a growing number of merger control reviews around the world but also a rising number of foreign
investment and national security reviews. This increases the risk of delay to deals and also the possibility of divergent
outcomes.
Beyond merger control, antitrust enforcement is on the up globally. Fining levels are rising and enforcement is becoming
ever more global as authorities increasingly cooperate and coordinate with each other and new authorities
are established.
Thomas Vinje
Chairman of the Global Antitrust Practice
Oliver Bretz
Head of the Global Antitrust Practice
Visit our online resource:
The Clifford Chance Global M&A Toolkit
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Clifford Chance Our Insights into Antitrust Trends
3

4. Trends overview
4
1
Clifford Chance Our Insights into Antitrust Trends
n ncreasing numbers of merger
I
control regimes
n ew regimes such as China growing
N
in importance
n ncreasing globalization of antitrust
I
enforcement
n ore antitrust enforcement
M
through litigation

5. The proliferation of global merger control
International MA transactions are subject to an ever-increasing number of merger control, foreign investment and national security reviews.
Procedural and substantive divergences create risks for deal execution and value realisation. More than 100 jurisdictions worldwide now have merger
control laws. Here are some recent examples of new or reformed antitrust regimes.
United Kingdom
n April 2014, the UK will have a new
In
regulator, the Competition and Markets
Authority, with sweeping new powers
to freeze integration by imposing hold
separate obligations
Germany
n
The German merger control law was
significantly changed on 30 June 2013
n
While the turnover thresholds remain low,
the presumption for market dominance
was increased to 40%
n
The German FCO now has the right to stop
the clock in Phase II proceedings if the
parties fail to provide data in time
Brazil
n new suspensory regime came into force
A
in May 2012
n
Acquisitions of as little as 5% shareholding
may now be notifiable
n
Market share filing thresholds have been
abolished; turnover thresholds still require
the turnover of the seller to be taken into
account
n
The maximum period of review is
unusually long (330 days), but most simple
transactions are processed relatively
quickly (4-6 weeks)
India
n
India’s merger control regime came into
force in June 2011. Filings are mandatory
and suspensory
n
The thresholds are complex. A de minimis
exception applies where the target does
not have sufficient assets or turnover in
India. However, for asset sales, seller’s
turnover and assets are taken into account
n
Only two cases have been subject to
remedies, the rest have been cleared
unconditionally
n
Fines have already been imposed for late
notification
COMESA
n
Merger control regime came into force in the
Common Market for Eastern and Southern
Africa in January 2013
n supranational merger control regime,
A
covering 19 African countries. Only eight of
these have implemented a national merger
control regime
United Arab Emirates
n merger control regime entered into force
A
in February 2013
N
ational merger control regimes introduced
since 2000
Existing national merger control regimes
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6. Merger control: the new global order
China now reviews almost as many deals as the EU. US and EU filing volumes are still far lower than their 2007 peak.
n Since China introduced a merger control regime in 2008, over 650 cases have been reviewed
Although the US antitrust agencies review many more deals than their EU and Chinese
n
counterparts, the filing volumes are still well below pre-financial crisis levels
Enforcement rates dropped in major jurisdictions post-financial crisis – likely reflecting
n
dealmakers’ reduced appetite for antitrust risk, rather than increased permissiveness of
agencies. Recent years appear to show appetite for risk returning
n
The EU has been consistently the most interventionist of the three major regimes, with two
prohibition decisions so far in 2013 (Ryanair/Aer Lingus and UPS/TNT)
China has so far blocked only one deal, but has imposed remedies in a further 20 cases
n
n enforcement rates are on an upward turn, with the focus being on high value transactions
US
Enforcement rate: prohibitions, remedies and withdrawals as % of filings
Volume of filings
2500
12%
10%
1500
8%
500
6%
4%
250
2%
0
2007
EU
US
2008
2009
2010
China Figures include full-year forecast for 2013
2011
2012
2013
0%
2007
EU
US
2008
2009
2010
2011
China
Increasing convergence or divergence? “Post GE/Honeywell, the focus was on the divergent approach of the US and EU. We are now seeing increased transatlantic
convergence but divergence elsewhere – for example, Google/Motorola Mobility and Seagate/Samsung were cleared in US and EU but required remedies in China.”
Alex Nourry, Partner, London
6
Clifford Chance Our Insights into Antitrust Trends
2012
2013

7. Antitrust enforcement and cooperation on the up across the globe
Increasing international cooperation
Record breaking fines
n
China has MoUs with authorities in the EU, US and Korea
China:
n
China’s fining record has been broken three times in 2013 (LCD Panels, Chinese Liquor
and Infant Formula) – a total of around 1.5 billion yuan
US:
n 2013, the DoJ has continued to obtain increased fines with over $1.25 billion in criminal
In
fines obtained in the first 9 months alone
EU:
Enforcement in the EU is “lumpy” reflecting a relatively low number of cases attracting
n
high fines (€1.88 billion in 2012 vs. €142 million so far in 2013; although a number of cases
currently in the pipeline.)
Antitrust enforcement fines for cartel activity
n
EU/Switzerland Cooperation Agreement (subject to ratification) allows exchange of confidential
information without investigated party’s consent and may serve as model for other jurisdictions
n last 12 months, US cooperation agreements with India and Ireland have included a model
In
waiver of confidential information for coordinated investigations
n
Coordinated investigations becoming more common – simultaneous dawn raids in automotive
parts (EU, US, Japan) and refrigeration equipment (EU, US, Brazil)
Increased criminalisation of cartel or bid rigging offense
n
Jurisdictions with a criminal cartel offence now include: Australia, Austria, Brazil, Cyprus,
Denmark, France, Germany, Hong Kong, Indonesia, Italy, Japan, Mexico, Norway, New
Zealand, Romania, Russia, South Korea, Switzerland, UK and US
Proliferation of leniency regimes
Fines (€ million)
n
Leniency programs now almost globally available
3500
n
Approximately 75% of all criminal cartel cases initiated by the US DoJ since 2005 were
commenced as a result of information received from a leniency applicant
3000
2500
2000
1500
1000
500
0
2005
2006
2007
2008
2009
2010
2011
2012
2013
“Increasing cooperation between antitrust agencies and increasing numbers of leniency
programs have contributed to an increase in antitrust enforcement.”
Patrick Hubert, Partner, Paris
EU
US
China
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8. The spread of private enforcement
The US and the UK remain the most active jurisdictions in terms of antitrust litigation. However, private enforcement has been steadily increasing in
other regions and this trend looks set to continue.
EU – long-awaited proposed Directive on antitrust damages
claims
n
The proposed Directive seeks to coordinate public and private enforcement of competition
law and ensure effective compensation for victims of antitrust infringements. The proposals
include the introduction of disclosure rules in antitrust claims while protecting leniency
corporate statements from disclosure in damages claims
Rest of Asia – little consistency in approach
Different approaches to private enforcement across Asia mean this can be difficult territory for
companies to navigate. Some jurisdictions, like Japan, allow stand-alone private actions. Others
such as Singapore and Hong Kong under its new competition law restrict private claims to
follow-on actions. There are also differences in the remedies that private litigants can claim and
the recognition of legal privilege
n draft Recommendation published by the European Commission (EC) urges all Member
A
States to have collective redress mechanisms for both injunctive relief and compensation
caused by violation of EU rights
Class actions are taking off in some jurisdictions – in South Korea for example, at least 1,500
consumers have joined a class-action suit following fines totalling 365.3bn won (US$315 million)
imposed on seven life insurance companies by the Korea Fair Trade Commission in 2011 for
price fixing
China – private litigation on the increase but few
successful claims
In Australia, follow on class actions are important matters to consider in relation to cartel
leniency applications, particularly given the existence of litigation funders
n
China has seen a steady up-tick in private enforcement, with more than 100 cases filed in
2012. To date, all private actions have been stand-alone claims, with the majority related to
abuse of dominance
n
However, most litigation has either failed or been withdrawn, with plaintiffs encountering
difficulties in establishing their case. For example, Qihoo 360’s claim against Tencent was
rejected on the grounds that it had failed to prove Tencent’s instant messaging platform held
a dominant position
n
Individual courts enjoy considerable discretion in their approach to antitrust litigation. This
raises the prospect of diverging outcomes in relation to the same anti-competitive conduct in
different courts as well as potential inconsistencies in approach between private and public
enforcement
8
Clifford Chance Our Insights into Antitrust Trends

9. Merger control risks
2
n erger control – process risk
M
n rotecting the national interest
P
n
Deal structuring for timely closing
n isk-shifting
R
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10. Merger control – process risk
Jurisdiction
n Never underestimate timeframes
•
Information demands by regulators increasing, resulting in longer review processes and
extended pre-notification – MOFCOM’s Glencore/Xstrata review took 12 months
n Managing stakeholders
• Manage the documents your team (and advisers) produce or statements they make
• EU and UK authorities introducing increased disclosure requirements
Strategic considerations
n Remedies: often a critical part of the process
• Failure to produce a convincing buyer can be fatal (UPS/TNT)
•
Some jurisdictions (such as UK) routinely insist on an up-front buyer, so extending
antitrust risk
•
MOFCOM has imposed long-term hold separate remedies in several cases (Marubeni/
Gavilon, Western Digital/Hitachi) – requiring buyer to ring fence part of target’s business
which sells into China
10
EU
Electrabel fined €20 million for failure to file acquisition of de facto control
China
New maximum fines of RMB 500,000 (US$ 80,000) and new “whistle
blowing” mechanism for unnotified transactions
Germany
Since 2008 the FCO has imposed total fines of approximately €10 million
France
Fine of €392,000 on supermarket group Colruyt in May 2012 for failure to
notify a 2009 acquisition
Norway
Four companies received penalties totalling 1.3 million kroner (€170,000)
in July 2012
South Korea
Doubled potential fines to 15-40m won (US$13-34,000); fined 21
companies for failure to notify in July 2012
India
Fine of Rs 50 lakh (US$80,000) in August 2013 for late filing
Ukraine
Antimonopoly Committee announced it intends to impose maximum fines
permissible (5% worldwide turnover)
Indonesia
n Proliferation of merger regimes
• Imposing significant financial/time costs in terms of merger planning
• Different standards and unclear procedures
Risks of failing to file – gun jumping recent developments
KPPU issued first fine for failure to notify in May 2012 of IDR 25 billion
(US$ 2.6 million)
Preparation and consistency
Timing
Wider context
n Ensure a consistent narrative across jurisdictions
n ave a timing strategy – consider if beneficial
H
to file in one jurisdiction first or do parallel review
n nderstand how countries may exercise
U
sovereignty over deals
n Be disciplined on timing and deadlines
n ore regimes are taking non-competition factors
M
into account (via ‘public interest’ and ‘national security’
tests or other means)
n repare early – regimes may request pre-notification
P
(such as EU) and/or more economic/data intensive
input
n ngage public/government relations teams where
E
necessary
Clifford Chance Our Insights into Antitrust Trends

11. Protecting the national interest
Protectionism is increasing. Acquisitions by foreign State-owned entities are facing intense scrutiny in North America. Protectionism ranges from
prohibitions of foreign ownership of rural land to the application of merger control rules.
Canada
Russia
n
Mandatory filing for all foreign investments over certain thresholds
n Russia has a separate regime for foreign investments in so called
“strategic entities” (broadly, entities performing designated activities
in the fields of natural resources, defence, media, pharmaceuticals
and monopolies)
n
Tougher requirements for State-controlled buyers introduced in
December 2012, including more scrutiny of corporate governance
and reporting and whether Canadian target will operate on a
commercial basis
EU
n
Most investment restrictions operate
nationally
n law limits possibilities for national
EU
governments to object to large deals on
non-competition grounds
USA
CFIUS regime – broad scope and lengthy timetable
n
Particular concerns around “China Inc.”
n
•
two Huawei transactions blocked in 2011
n
Foreign investments in certain energy
infrastructure subject to a security of
supply test
•
Chinese acquirer of Oregon windfarm forced to unwind deal due
to proximity to military base
CFIUS annual report refers to foreign governments’ “coordinated
n
strategy” to acquire critical US technology
n
BUT recent examples of clearance – A123/Wanxiang,
CNOOC/Nexen and Shuanghui/Smithfield
Brazil
n
Restrictions on
acquisitions of
rural property
may apply even
for indirect
investment
South Africa
n
Public interest test requires consideration
of issues such as unemployment and
competitiveness of firms owned by
historically disadvantaged persons
n
Conditions imposed on Glencore/Xstrata
included a cap on permitted retrenchments
and provision of training
n
The procedure can be lengthy and burdensome, with approval
granted by a Governmental Committee headed by the Prime Minister
China
n
Merger control reviews consider the
effect of a deal on national economic
development
Foreign investments also subject to reviews
n
on the basis of national security and sectorspecific considerations
Conditions can be imposed even where
n
market share is low – 20% in Glencore/
Xstrata and Marubeni/Gavilon
Australia
Foreign investment filing regime more
n
rigorous than voluntary competition regime
– filings are suspensory and mandatory
n
Any direct or indirect sovereign interest of
15% or more is notifiable, regardless of
value
Clifford Chance Our Insights into Antitrust Trends
11

12. Risk-shifting
A deal that is conditional on antitrust clearance effectively leaves antitrust risk with the seller because if approval is not obtained the deal falls away.
We are seeing a range of innovative contractual and structural solutions that mitigate antitrust risk or shift it to the buyer.
Drop dead dates
n f there is a material antitrust risk, timing
I
will depend on jurisdictions where the
transaction has to be filed
n ontrolling timing can allow parties to
C
negotiate remedies, but terminate the
transaction before it is challenged
n ften linked with requirement to file within
O
a set timeframe
Litigation provisions
Risk shifting
mechanisms
Impact on antitrust risk
Deal examples
Unconditional
closing
Shifts all risk to buyer, as transaction must close regardless of whether
conditions obtained; not usually possible in jurisdictons that enforce
standstill obligations
Ryanair/Aer Lingus minority stake
Shifts risk to buyer, as buyer is required to use its best efforts to obtain
clearances, including offering divestments and remedies; risk of outright
ban by authorities remains
First Niagra/HSBC
Buyer compensates seller if deal does not close by long stop date as
a result of antitrust issues. Break fee/compensation may be capped by
national regulation
ATT/T-Mobile
Shifts financial risk to the buyer as buyer pays seller full price for the
target, even if clearances not obtained by the longstop date. Needs to
be structured so as to avoid gun-jumping concerns
EMI/Universal
Hell or high water
Reverse break fee
Take or pay
12
n sed in some jurisdictions such as US
U
where agencies must oppose deals
through courts – EU timeframes make this
impractical in Europe
Clifford Chance Our Insights into Antitrust Trends
Some other considerations
n nformation exchange during due diligence
I
process
n se of confidentiality agreements/clean
U
teams
n rovisions regulating pre-completion
P
conduct
n eed to balance buyer’s interest to protect
N
value against gun-jumping concerns

13. Deal structuring for timely closing
“With careful planning, trade buyers can sometimes structure their deal to delay or divert more in-depth review
processes, thereby allowing them to compete on an equal footing with non-trade buyers in the context of a sales
auction process.”
Marc Besen, Partner, Düsseldorf and Brussels
n
Third party (normally a bank) acquires target while ultimate buyer secures antitrust approval. If ultimate buyer not approved, third party sells
target to another buyer. Ultimate buyer typically indemnifies third party against any losses during ownership or upon resale
Warehousing
n
Allows trade buyers to compete in auctions on equal footing with non-trade buyers and allows sellers to make risk-free sale
n But the EC may look through structure to ultimate buyer from the outset
n Allocation of economic risk is key – for third party to be treated as real buyer, it has to assume real risk
n Alternative backstop structure may get around warehousing problem and offers sellers deal certainty, but does not address timing concerns
Backstop
• Real buyer contracts directly with seller to buy target
• Backstop buyer (bank) steps in only if antitrust approval not secured
• Total return swap transfers economic risk from bank to buyer
n Trialled in Liberty Global/Kabel BW but backstop not ultimately required
Carve-out
and close
n
Usually unlawful for most major jurisdictions (EU, US and China) even if hold separate arrangements in place
n
However, in some jurisdictions (such as South Africa) it may be permissible to complete a share or asset transfer in another jurisdiction
provided the local businesses are held separate pending outcome of the review
Clifford Chance Our Insights into Antitrust Trends
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14. Key regions
14
3
Clifford Chance Our Insights into Antitrust Trends
n Europe
n United States
n Asia Pacific
n Africa and the Middle East

15. EUROPE
EU merger control: more flexibility?
Are Phase II investigations on the wane?
Watch out – minority shareholdings may soon be notifiable
n
While the number of initiated Phase II cases increased between 2010 and 2012 (from 4 to 10)
there have been only 4 so far in 2013
The EC is considering closing the “enforcement gap” regarding acquisitions of minority
shareholdings by amending the EU Merger Regulation to catch non-controlling minority stakes.
The proposal comes at the same time as the UK Competition Commission requiring Ryanair to
reduce its minority shareholding in Aer Lingus from 29.8% to 5%
n
The increase in prohibition decisions in recent years (4 in the past 3 years, following a period
between 2008 and 2010 when there were none) reflects the difficulty in reaching satisfactory
remedies in cases where the competition effects are significant and pervasive
n
Nevertheless, the current lower number of Phase II cases may reflect a greater willingness by
the EC to resolve cases at Phase I through the use of remedies
16
450
Procedural enhancements – good news for business?
14
400
The EC is considering simplifying its filing regime by increasing market share thresholds below
which simplified procedure applies (20% for horizontal overlaps and 30% for vertical links); but
proposed simplified form requires more information. The EC is also considering streamlining the
system of referrals between itself and national authorities
Rise of the counterfactual?
In two recent cases, EC cleared on basis that the merger would have led to no worse an outcome
than absent the merger. In Shell/Nynas, the EC accepted that the seller would have closed the
target business absent the transaction, so cleared its sale to a close rival
350
12
300
10
250
8
200
6
150
4
100
2
50
0
0
2005
2006
2007
2008
2009
2010
2011
2012
2013
n Phase II initiated n Phase II unconditional clearances n Phase II conditional clearance n Phase II prohibition
“A greater willingness to resolve issues at Phase I, an increase in the scope of the simplified
procedure and a pragmatic approach to the counterfactual are all encouraging signs.”
n Phase II abandoned
Filings
Miguel Odriozola, Partner, Madrid and Brussels
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16. EUROPE
EU antitrust enforcement: targeted approach?
The EC has continued to focus its enforcement efforts on cartels and has been managing its resources through an increased use of commitment and
settlement procedures.
Cartels: still a key
focus
In 2012 and the year to
30 September 2013,
the EC issued decisions
in 6 cases involving 42
undertakings. The EC has
also issued 5 Statements
of Objections in cartel
cases and conducted
9 dawn raids.
The EC has also made
increasing use of its
settlement procedure
– which incentivises
companies to admit the
infringement in exchange
for a lower fine and a
shorter decision. 7 cases
have so far settled with
more expected.
Beyond cartels,
the IT sector has
been a priority
The EC also devoted
significant resource
to various abuse of
dominance cases in the
technology sector, in
particular the high-profile
Google “search” case
and Samsung “essential
patent” case as well
as a number of noncartel anticompetitive
agreement cases across
several sectors, including
pharmaceuticals, online
markets, airlines and
energy.
Increasing use of
commitments?
T
he EC has accepted
commitments in a number
of recent cases, including
in relation to ebooks
where book publishers
and Apple agreed to
terminate existing agency
agreements that included
most favored nation
clauses and retail price
restrictions. Unlike the
settlement procedure,
companies entering into a
commitment decision are
not required to admit to
any infringement.
Evolving dawn raid practice
Increasing IT focus: The EC’s dawn raid practice has evolved in parallel with technological
developments. The EC now uses advanced methods for identifying and capturing data in
electronic form (such as the use of built-in keyword search tools and forensic IT tools).
Recent court judgments have strengthened the EC’s hand in dawn raids, confirming:
The EC’s ability to fine companies for obstruction/failing to cooperate fully – the
n
General Court upheld the EC’s decision to increase KWS’s cartel fine by 10% for denying
entry to dawn raid inspectors for 47 minutes pending arrival of external lawyers. The court
said officials should have been able to enter the premises to serve the inspection notice
and ensure no destruction of evidence or communication with other raided companies
n
The EC’s broad powers of inspection – the General Court recently confirmed (in the
Deutsche Bahn case) that the EC has authority to search exhaustively the content of
offices or workbooks, even if there is no clear indication that they contain relevant material
“The European Union remains one of the key antitrust enforcers in the world. Cartels
remain a focus of enforcement and sanctioning with extremely high fines. We also see a
lot of customers introducing follow-on damages claims – and we expect this to increase
following the new legislative framework for private enforcement under discussion. Finally,
the replacement of Vice-President Almunia towards the end of 2014 could be a catalyst for
further change and a shift in focus.”
Johan Ysewyn, Partner, Brussels
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17. UNITED STATES
Antitrust enforcement has continued to focus on financial institutions and the prosecution
of non-US companies
Enforcement Trends
“Antitrust activity in the US continues to trend upward. Recent
staff changes and a continued emphasis on investigations into
financial institutions signal that this trend is unlikely to change.
As the economy rebounds and MA activity returns, we will also
see increased merger control activity.”
Tim Cornell, Counsel, Washington D.C.
n
With the RBS settlement in LIBOR, the DoJ issued its
first Deferred Prosecution Agreement (DPA) (by which
companies and individuals agree to take specified
actions in exchange for charges being dismissed
or not filed), indicating a trend toward alignment
of the Antitrust Division’s prosecution with that of the
rest of the DoJ, which has been a frequent employer
of DPAs
n
While the number of criminal investigations is
trending downward, the number of criminal cases
filed is increasing, meaning the DoJ is pursuing more
convictions per case than previously
2013 is likely to see some type of movement toward
n
clarifying the FTC’s Section 5 (unfair methods of
competition) authority. Both Commissioners Olhausen
and Wright have been outspoken on the issue
n
The FTC is undertaking a review of loyalty discounts
and is seeking an appropriate case in which to test its
theories
n
Where the US antitrust authorities deem a significant
absence of compliance, they may seek to impose a
third party, at the company’s expense, to monitor the
company’s efforts to undertake compliance training
and implement a compliance policy
Merger enforcement has remained
steady
n
Marginally fewer cases were notified in FY 2012 than
the previous year, but the proportion of cases meriting
a more detailed second request remained broadly
constant at 3-4%
n
The trend towards the use of a more effects-based
analysis continues, with the FTC moving away from a
more traditional market share based approach
n
The DoJ has recently emphasized its willingness to
examine consummated mergers and mergers not
meeting the filing thresholds. It has also been more
vigorous in pursuing failure to notify – with two cases
in 2012 and two more in the first half of 2013
n
Recent HSR reform brings certain pharmaceutical
patent transfers within the scope of merger control
US staff changes expected to result in
increased enforcement
n Baer took over the Antitrust Division and Debbie
Bill
Feinstein took over the FTC’s Bureau of Competition
n
Both are likely to bring a pragmatic, but aggressive
approach to enforcement to their respective agencies
n
The appointment of Edith Ramirez as Chairperson
of the FTC is likely to yield an increased focus on
consumer protection
Clifford Chance Our Insights into Antitrust Trends
17

18. ASIA PACIFIC
Growing antitrust enforcement across
the region
Japan
The Japanese Fair Trade Commission (JFTC) is
a well resourced and active regulator and is a
regular participant in regional capacity building
initiatives.
Thailand
The Thai Competition Act came into force
in April 1999 and is enforced by the Trade
Competition Commission (TCC), chaired by the
Minister of Commerce. The TCC has issued
guidelines concerning cartels and abuse of
a dominant position although there are very
few reported cases. No detailed regulation on
merger control has yet been issued.
Malaysia
The Malaysia Competition Commission (MyCC)
has received 40 complaints since its inception
in January 2012. As of September 2013,
MyCC was working on 26 ongoing cases,
while another 14 had been dismissed.
“2012 marked a significant year for Japanese
cartel enforcement with the largest fine ever
imposed on an individual company – JPY 9.6
billion (USD 97 million) to Yazaki, a participant
in the Wire Harness cartel.”
MyCC recently imposed a proposed fine of
around US$ 6m on Malaysia Airlines and
AirAsia for entering into an agreement for
market allocation.
Miho Mizuguchi, Partner, Tokyo
Vietnam
Vietnam’s Competition Law prohibits cartel conduct if the cartel concerns at least 30 percent of the relevant market. In
2010, 19 insurance companies were fined a total of 0.025 percent of their total turnover. To date, there is no leniency policy.
A major ongoing investigation in Vietnam relates the cinema market. Six Vietnamese cinema operators have accused
Megastar of abusing its market dominance by imposing a margin squeeze.
Singapore
“Singapore has a well-respected competition authority in the Competition Commission of
Singapore that is astutely tackling competition issues in Singapore and is a good model for the
region. Recent activity included sanctioning two ferry operators for exchanging competitively
sensitive information, including the prices of tickets sold to travel agencies.”
Harpreet Singh, Partner, Singapore
Australia
“Increasing trade between Australia and the rest of Asia makes it essential to coordinate Australian foreign investment filings
with the merger control notifications in China and other Asian countries. To service clients in this environment you need to
provide a well connected and seamless network which is in front of the wave.”
Dave Poddar, Partner, Sydney
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19. ASIA PACIFIC
South Korea
China
“2013 has seen antitrust enforcement in Asia
really take off with China’s fining record being
broken three times this year alone.”
Richard Blewett, London and Beijing
The Korean Fair Trade Commission (KFTC) is a highly active regulator,
accounting for a significant volume of the enforcement action in Asia.
Of the 27 detected cartels operating within Asia in 1990-2007, 15 were
investigated by the KFTC.
Hong Kong
Hong Kong’s competition policy is currently focused on the telecoms and
broadcasting sectors.
Taiwan
The Taiwan Fair Trade Commission (TFTC) has been active since 1992.
In March 2011, the TFTC imposed fines totaling NT$31 million (US$1
million) on 31 distributors of tobacco for fixing the price of cigarettes.
Philippines
“A new cross-sector competition law is expected to come into force by
early 2015. Given that the new law does not contain a merger control
regime, it can be expected there will be a heavy focus on enforcement
actions (which must be taken by way of litigation in the High Court) and
follow-on litigation.”
Stephen Crosswell, Consultant, Hong Kong
There remains no dedicated, economy-wide competition authority in
the Philippines. However, general criminal and civil laws, and certain
industry-specific laws, outlaw cartel conduct and proposed antitrust
laws have been debated in Congress.
Indonesia
Indonesian competition law is enforced by the Supervisory Commission for Business Competition (KPPU), which also has powers to undertake market studies and review
government policies to determine whether they are consistent with fair competition.
The KPPU is active in enforcement with a consistently high volume of reported cases each year. A large number of these relate to bid rigging, but a significant portion also
concern cartels, abuse of dominance and mergers. A recent example is the announced probe of the country’s soybean market.
Clifford Chance Our Insights into Antitrust Trends
19

20. ASIA PACIFIC
China has cemented its position as a key merger
control regime and is now extending its
antitrust enforcement
China’s merger regime is now indisputably one of the big three along with the EU and the US,
although concerns persist over timing and predictability:
n The review process is slow and cases routinely go into Phase II or even have to be refiled
n
Non-competition factors play a role as MOFCOM is required to take into account a
transaction’s impact on national economic development
n
The intervention threshold is low – around 20% market share in the recent
Glencore/Xstrata case
This year has also really seen Chinese antitrust enforcement take off with a number of high profile
cases brought against domestic and international businesses:
Spotlight on China – future trends
n
Initiatives to shorten MOFCOM’s review period are being examined. A simplified
procedure with clear and predictable parameters will facilitate review processes. In
piloting the new procedure, MOFCOM has suggested around 50% of cases were cleared
within 30 days
n
Increasing consolidation globally may lead to more cases giving rise to concerns,
including in China. This may lead to increasing levels of intervention in sensitive sectors,
and increasing reliance on national economic development as a basis for intervention
More procedural guidance on antitrust enforcement is expected. Chinese antitrust
n
investigations typically take only a few months (two months in the Chinese liquor case)
compared to years in Europe. This can place companies under severe pressure
n
Increasing sophistication of decision-making is expected. This is likely to lead to reliance
on robust economic analyses in notifications
n January 2013, the National Development and Reform Commission (NDRC) reported
In
that it had investigated a total of 49 price-related cases since the enactment of China’s
Anti-Monopoly Law. The investigations covered a broad range of industries, including
pharmaceuticals, paper-making, LCD panels, cement, insurance and shipping
n December 2012, the State Administration for Industry and Commerce (SAIC) reported that
In
it commenced investigations in at least 17 cases. The investigations covered a similar broad
range of industries, including construction, gas, tourism, electronics and used cars
n Recent press reports suggest that investigations are likely in the IT and retail banking sectors
“China’s merger regime continues to pose unique challenges. In particular, remedies need
to be tailored to the specific requirements of the Chinese market.”
Emma Davies, Partner, Hong Kong and Shanghai
20
Clifford Chance Our Insights into Antitrust Trends

21. ASIA PACIFIC
Australia
The incoming new Australian Government is preparing a “root and branch” review of the Competition and Consumer Act 2010 (CCA).
Merger control – guidelines released
In late September 2013, the Australian Competition and Consumer Commission (ACCC) issued
its revised Merger Process Guidelines. This has highlighted the increased length of time taken in
reviewing mergers in Australia, particularly those in industry sectors such as grocery, petrol and
food. For companies engaged in MA in Australia it emphasizes the importance of being well
prepared for merger control matters so as to ensure a timely and focused review process.
Antitrust enforcement
The ACCC released its Compliance and Enforcement Policy in February 2013 and is refining it
as the year progresses. The ACCC has indicated that it is currently prioritising its work on:
n
competition and consumer issues in highly concentrated sectors, in particular in the
supermarket and fuel sectors
n
online competition and consumer issues, including conduct which may impede emerging
competition between online traders or limit the ability of small businesses to compete online
effectively
n
credence claims (for example “organic”), which have the potential to
have a significant impact on consumers and therefore the competitive
process if those claims are inaccurate and disadvantage a competitor
n
misleading carbon pricing representations
Interaction of competition regulation, foreign investment
regulation and other competition regimes in Asia
As a significant exporter of mineral and agricultural commodities as well as energy (LNG) to Asia,
the interaction of Australia’s merger regime with other antitrust law regimes in the Asia-Pacific
region is increasing. This interaction is increasingly important to companies and their advisers,
due to the growing number of antitrust regimes in Asia.
Separately, inbound investments by foreign persons over certain thresholds are subject to
mandatory review by the Foreign Investment Review Board (FIRB) and are assessed against a
foreign interest test. The interaction between the ACCC and FIRB is an important consideration
to take into account in transaction planning.
Spotlight on Archer Daniels Midland/GrainCorp
n 26 April 2013, US food giant Archer Daniels Midland (ADM) proposed a A$3.0 billion
On
takeover of GrainCorp, Australia’s only independent listed grain handler
n
There has been clearance of the ADM/GrainCorp takeover from the regulators in Europe,
South Africa, Canada and Japan
n
ADM is still working with regulators in Australia and China. In Australia, the ACCC considered
the takeover and elected not to oppose it, but, as at November 2013, ADM is still waiting for
foreign investment approval from FIRB and the Australian Treasurer
“It is important for businesses to carefully consider the terms of reference for the ‘root and branch’ review, especially
with respect to any submissions they would like to make and how best to be prepared for any changes.”
Dave Poddar, Partner, Sydney
Clifford Chance Our Insights into Antitrust Trends
21

22. AFRICA AND THE MIDDLE EAST
Growing significance of antitrust in Africa and the Middle East
New regimes, many with low (or non-existent) filing thresholds and long review periods, need to be factored into deal planning. Behavioral antitrust
prohibitions also exist in a number of countries, but with varying levels of enforcement.
UAE
n
New regime in February 2013 although several excluded sectors
(such as telecoms, financial services, oil and gas, sea and air transport,
electricity, water) and no implementing regulations
Zambia
n August 2013, the Authority carried out first-ever dawn raids since new
In
competition law introduced in 2010
Namibia
n
Large number of notifiable transactions as filing thresholds are very low
n July 2013, the Competition Commission rejected a proposed merger
In
between Puma Energy’s liquid petroleum gas business and rival Namox
South Africa
n
Most developed/active regime in Africa. Recently acquired new
powers to conduct market inquiries – private healthcare first sector
to be reviewed
Current focus on information exchange between competitors
n
(minority investments or JVs) by prohibiting common staff/directors
or imposing limits on information flows
“The UAE’s new regime outlines significant sanctions for failure to notify mergers.
It is unclear whether the Ministry of Economy would assert authority in the absence of
implementing regulations. No clear market practice has yet developed.”
Nigel Wellings, Partner, Dubai
22
Clifford Chance Our Insights into Antitrust Trends
High levels of enforcement
Competition regimes
N
o competition law or limited
enforcement

23. AFRICA AND THE MIDDLE EAST
Common Market for Eastern and Southern Africa (COMESA)
Background
Key issues
n
Second supra-national merger control
regime in Africa – first to impose mandatory
filing obligations
n
Lack of turnover/asset thresholds
19
n COMESA member states: Burundi;
Comoros; Democratic Republic of the
Congo; Djibouti; Egypt; Eritrea; Ethiopia;
Kenya; Libya; Madagascar; Malawi;
Mauritius; Rwanda; Seychelles; Sudan;
Swaziland; Uganda; Zambia and Zimbabwe
n
COMESA Competition Commission (CCC)
based in Malawi, operational since
January 2013
Filing obligation
n
Purchaser or target has sales in two or
more COMESA member states
n turnover/asset thresholds
No
n
Mandatory filing within 30 days of “decision
to merge”
n
Non-suspensory regime, but CCC
considers closing prior to filing is prohibited
n
Fines of up to 10% of parties’ COMESA
turnover for failure to file
n
Limited local nexus requirement: purchaser
OR target can satisfy the two member state
test
n
High filing fee: up to a maximum of US$
500,000
n
Long review period (maximum 120 days/
6 months), but fast track procedure under
consideration
n
Exclusive jurisdiction? Ongoing disputes
about whether parallel national filings
required in some jurisdictions
n
Public interest considerations may be taken
into account
n
Changes on the horizon? CCC is
understood to be considering making
enhancements to the regime but not
expected before 2014
Conclusions
n
New regime has major implications for
companies considering making acquisitions
or disposals of assets in COMESA states
n
Despite recognition of need for
transparency, significant uncertainty
remains as to interpretation of provisions
and how merger regime will operate in
practice
Clifford Chance Our Insights into Antitrust Trends
23

24. Sector spotlight
24
4
Clifford Chance Our Insights into Antitrust Trends
n Financial Services
n Information Technology
n Pharmaceuticals

25. FINANCIAL SERVICES
The financial services sector continues to be subject to numerous investigations by antitrust
authorities across the globe
Focus on the wholesale markets – tackling the perceived failings
from the financial crisis
n
Reflecting the international scope of markets, multiple investigations around the world, often
with parallel regulatory investigations:
•
Inter-bank interest rates: involving competition and financial regulators in Europe, the US,
Switzerland, Canada, Singapore and Japan
•
Competition and regulatory investigations in relation to oil pricing and benchmarks
n
Antitrust investigations in Hungary (mortgage market – ongoing), Turkey (fined 12 banks
in relation to deposits, credit and credit card services), Portugal (information exchange –
ongoing), Germany (ATM prices for non-bank customers – ongoing), and EC (recently-closed
case against the European Payments Council in relation to e-payments standardisation)
Access to data
•
Previous “light touch” approach to financial regulation leading to series of new regulations
– for example, EC proposed a Regulation on benchmark indices in financial instruments/
contracts
n
Tension between need for greater transparency to facilitate financial stability and risk of
collusion arising from too much transparency
Procedural differences in timing and approach of investigations: whereas EC typically
n
concludes investigations with all parties at the same time, other authorities (such as US and
Canada) have often announced settlement of cases with individual participants
Continuing interest in retail markets, particularly in
EU countries
n
Focus on practices that may impede access to market data and decrease market
transparency:
•
Thomson Reuters (TR): EC concerned that TR was locking in customers by preventing
them from using Reuters Instrument Codes (RICs) to access other providers’ data and
switch. EC accepted commitments which allow TR customers to use RICs to switch
provider
• tandard Poor’s (SP): EC concerned SP’s fees for distribution of US International
S
Securities Identification Numbers (ISINs) were unfairly high. EC accepted commitments to
abolish some licensing fees and to cap others
• redit Default Swaps: EC and US investigating whether some investment banks and
C
Markit (and, in the EU, ISDA) colluded to prevent exchanges from entering the credit
derivatives business between 2006 and 2009 by restricting the inputs allegedly necessary
for such entry
n
Worldwide focus on payment cards: EC’s 2007 Mastercard prohibition decision currently on
appeal to European Court of Justice, and ongoing/recent cases in EU, Australia, Mexico and
Singapore, as well as the numerous ongoing class actions in US
n
Retail banking and financial markets remain priority in many countries with particular focus on
transparency, switching and high concentration levels – such as Sweden and the UK
Clifford Chance Our Insights into Antitrust Trends
25

26. FINANCIAL SERVICES
EC has used State aid tool to re-shape
Europe’s retail banking sector
EC recently updated its State aid framework for “rescued”
banks. The framework aims to maintain financial stability,
safeguard Europe’s internal market and protect the interests
of taxpayers.
EC has worked on 67 bank restructurings – equivalent to
around 25% of EU’s banking sector (in terms of assets).
Many cases resulted in banks having to make significant
disposals (such as major Lloyds Banking Group and RBS
branch disposals – neither completed at this time) and
agree to various behavioral commitments (such as price
leadership bans, acquisition bans).
EC is also introducing a number of other measures to bring
about the EU Banking Union and avoid further banking
crises – CRD IV package, Basel III etc.
Mergers in financial services –
consolidation in trading and posttrading services
Significant recent MA activity in relation to clearing and
exchange-trading due to prolonged downturn in trading
volumes together with increased regulation following the
financial crisis (Dodd-Frank Wall Street Reform Act in
the US and the European Markets Infrastructure Regulation
in EU).
Antitrust authorities have adopted a cautious approach
when considering post-merger market positions and have
not readily given the green light to notified deals.
Transaction
NYSE/Deutsche Börse (2011)
Tokyo Stock Exchange/Osaka Securities Exchange (2012)
Cleared in Japan (subject to conditions)
Maple Group/TMX (2012)
Cleared in Canada (commitments to financial regulator
deemed sufficient)
NYSE/ICE (2013)
Cleared in US, EU
Cleared in UK
BATS/Direct Edge (2013)
Clifford Chance Our Insights into Antitrust Trends
Cleared in UK, Portugal, Spain
EMCF/EuroCCP (2013)
26
Cleared in UK
London Stock Exchange/LCH.Clearnet (2012)
Greg Olsen, Partner, London
Cleared in US (with conditions) and blocked in EU
BATS/Chi-X (2011)
“Scrutiny from competition authorities and financial regulators
has intensified since the financial crisis, and shows no signs
of abating.”
Outcome
Cleared in US

27. INFORMATION TECHNOLOGY
The information technology sector has been a real focus of antitrust authorities around the world, in particular in relation to the provision of
internet services, digital distribution and patent enforcement. Tensions between the enforcement of IP rights and antitrust laws are set to continue
for some time.
Global spotlight on information
technology
n
Focus of antitrust authorities around the world, in
particular in Europe:
• EC’s cases against Intel, Microsoft and Google
•
French, UK, Italian and German authorities
have investigated Apple (in relation to
distribution contracts, app store practices),
Google, Oracle (database support), Amazon
(pricing policies), and Expedia (agreements
with hotels)
n
Also interest from outside EU, including US
(Apple’s ebook distribution practices and Google’s
search practices), Japan (HP’s complaint against
Oracle), India (Google), China (NDRC imposed its
heaviest fine yet and behavioral commitments on
six participants in LCD cartel)
n
Focus on internet services likely to shift over time
from home to mobile platforms
n also investigating Apple’s iphone distribution
EC
practices in Europe and Google’s distribution
practices and related applications on its Android
platform
Major themes in IT antitrust
enforcement, particularly in Europe,
include:
Safeguarding interoperability. Various cases since
EC’s landmark Microsoft decision in 2004:
n investigating complaint by National Instruments
EC
against Mathworks for refusing to license software
that would allow interoperability
HP versus Oracle
HP complained that Oracle should “port” its Oracle Database to
HP’s Itanium platform. Complaint rejected by French and Spanish
authorities and withdrawn before EC by HP. Suggests authorities not
(yet) willing to find positive obligation on firms with market power
to develop software for benefit of competitors so as to facilitate
competition.
n
Cisco gave interoperability commitments to
secure EC clearance for Tandberg acquisition in
2010; by contrast, EC cleared Microsoft/Skype
unconditionally (currently under appeal by Cisco)
Use of IP rights in standardised technology.
Several investigations including IPCOM, Rambus,
Qualcomm, Samsung, Rockstar and Google.
Highlights difficult relationship between IP rights
and competition law. In Samsung, the EC alleged
Samsung’s injunction request (which it was fully
entitled to pursue under national IP law) constituted an
abuse of dominance, on basis that the request could
force its potential licensee, Apple, to accept higherthan FRAND royalties
IT cartel enforcement. Cartel enforcement on the
rise since turn of the millennium, for example: LCD
screens and DRAM chips (both EC decisions in 2010),
and investigations ongoing in optical disc drives,
batteries and smartcards
“IT is hot from an enforcement perspective, and regulators are
becoming increasingly sophisticated and knowledgeable about the
sector. As the role of IT in our lives increases, so does the scrutiny
from regulators across the globe. These regulators are proving
willing to test the boundaries of traditional antitrust theories as
applied to new technologies. Companies in the IT sector have to
anticipate that to avoid costly, burdensome investigations, or even
fines.”
Dieter Paemen, Counsel, Brussels
Clifford Chance Our Insights into Antitrust Trends
27

28. PHARMACEUTICALS
The US and EU antitrust authorities have continued their enforcement focus on “pay for delay” cases in the pharmaceutical sector with major
decisions on this area in both jurisdictions in 2013. The EU’s Pharmaceutical Sector Inquiry, which ended nearly half a decade ago, continues to have
far-reaching effects.
Patent litigation settlements
Ground-breaking decisions from US Supreme
Court and EC into patent litigation settlements –
but with a slight difference in approach
n Supreme Court’s judgment in FTC v Actavis
US
underscored need for an “effects” review when it
held that agreements which include transfers of
value to the generic company should be assessed
on a rule of reason basis
n contrast, EC treated Lundbeck’s agreement with
By
several generic companies to delay entry of several
generic antidepressant medicines as an antitrust
infringement “by object”, with no need for an
“effects” review
n continues to investigate a number of similar
EC
cases, including: the Servier case regarding
Perindopril; Johnson Johnson and Novartis
regarding Fentanyl; and Cephalon and Teva
regarding Modafinil
n UK, Office of Fair Trading continues its
In
investigation into GSK and a number of generic
companies in connection with patent settlement
arrangements concerning Paroxetine
Aftermath of the EU pharmaceutical
sector inquiry
While the 2008/2009 Sector Inquiry was widely
criticized, it nonetheless continues to have
far-reaching effects, including on legislative
proposals to introduce a single “European
Patent” to replace national patents. It has also
influenced EC proposals for legislative changes to
pharmaceutical pricing and reimbursement
At EU level:
n harmaceutical cases continue to represent a
P
significant proportion of all open EC antitrust cases,
the majority being “pay for delay” cases
n C continues its annual review of patent settlement
E
agreements
n C’s March 2012 proposal to revise the
E
Transparency Directive includes some key
components drawn from the Sector Inquiry
results, going to pricing and reimbursement of
pharmaceuticals
At the national level:
n n France, competition authority has begun
I
investigation into the distribution and supply chain
n Romania, second review of the sector in two years
In
(2011 and 2013) opened
I
n taly and Spain have open cases against Pfizer
alleging attempts to exclude generic competition to
Xalatan
28
Clifford Chance Our Insights into Antitrust Trends
What is pay for delay? – Pay for delay is said to occur if an
originator company settles patent litigation with a generic, and
makes a transfer of value to the generic in return for a delayed
entry to the market. The US Supreme Court decision in FTC v
Actavis qualifies the theory by noting that value transfers cannot
always and automatically be said to be in return for delayed entry,
even if delayed entry also results.
“We expect a continued antitrust focus on healthcare in both the
US and EU, in particular in relation to patent settlements. Asia
continues to build up antitrust capabilities - China in particular has
had multiple investigations and merger decisions in the sector,
although its current focus is in the context of other regulatory laws
prohibiting bribery or other irregular business practices.”
Tony Reeves, Partner, Brussels

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30. Global MA Toolkit
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Editors for this publication
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T: +44 20 7000 4966
E: alastair.mordaunt@cliffordchance.com
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E: richard.blewett@cliffordchance.com

31. Global Antitrust Contacts
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Bucharest, 010016
T +40 21 66 66 100
F +40 21 66 66 111
Casablanca
Clifford Chance
169 boulevard Hassan 1er
20000 Casablanca
T +212 520 132 080
F +212 520 132 079
Doha
Clifford Chance
Suite B
30th floor
Tornado Tower
Al Funduq Street
West Bay
PO Box 32110
Doha
T +974 4 491 7040
F +974 4 491 7050
Dubai
Clifford Chance
Building 6, Level 2
The Gate Precinct
Dubai International Financial
Centre
PO Box 9380
Dubai
T +971 4 362 0444
F +971 4 362 0445
Düsseldorf
Clifford Chance
Königsallee 59
40215 Düsseldorf
T +49 211 43 55-0
F +49 211 43 55-5600
Frankfurt
Clifford Chance
Mainzer Landstraße 46
60325 Frankfurt am Main
T +49 69 71 99-01
F +49 69 71 99-4000
Hong Kong
Clifford Chance
28th Floor
Jardine House
One Connaught Place
Hong Kong
T +852 2825 8888
F +852 2825 8800
Istanbul
Clifford Chance
Kanyon Ofis Binasi Kat. 10
Büyükdere Cad. No. 185
34394 Levent, Istanbul
T +90 212 339 0000
F +90 212 339 0099
Kyiv
Clifford Chance
75 Zhylyanska Street
01032 Kyiv
T +38 (044) 390 5885
F +38 (044) 390 5886
London
Clifford Chance
10 Upper Bank Street
London
E14 5JJ
T +44 20 7006 1000
F +44 20 7006 5555
Luxembourg
Clifford Chance
2-4, Place de Paris
B.P. 1147
L-1011 Luxembourg
Grand-Duché de Luxembourg
T +352 48 50 50 1
F +352 48 13 85
Madrid
Clifford Chance
Paseo de la Castellana 110
28046 Madrid
T +34 91 590 75 00
F +34 91 590 75 75
Milan
Clifford Chance
Piazzetta M. Bossi, 3
20121 Milan
T +39 02 806 341
F +39 02 806 34200
Moscow
Clifford Chance
Ul. Gasheka 6
125047 Moscow
T +7 495 258 5050
F +7 495 258 5051
Munich
Clifford Chance
Theresienstraße 4-6
80333 Munich
T +49 89 216 32-0
F +49 89 216 32-8600
New York
Clifford Chance
31 West 52nd Street
New York
NY 10019-6131
T +1 212 878 8000
F +1 212 878 8375
Paris
Clifford Chance
9 Place Vendôme
CS 50018
75038 Paris Cedex 01
T +33 1 44 05 52 52
F +33 1 44 05 52 00
Perth
Clifford Chance
Level 7
190 St Georges Terrace
Perth WA 6000
Australia
T +618 9262 5555
F +618 9262 5522
Prague
Clifford Chance
Jungamannova Plaza
Jungamannova 24
110 00 Prague 1
T +420 222 555 222
F +420 222 555 000
Riyadh**
(Cooperation agreement)
P.O.Box 3515, Riyadh 11481
Building 15
The Business Gate
King Khalid International
Airport Road
Cordoba District, Riyadh, KSA
T +966 (0) 11 250 6500
F +966 (0) 11 400 4201
Rome
Clifford Chance
Via Di Villa Sacchetti, 11
00197 Rome
T +39 06 422 911
F +39 06 422 91200
São Paulo
Clifford Chance
Rua Funchal 418 15º- andar
04551-060 São Paulo-SP
T +55 11 3019 6000
F +55 11 3019 6001
Seoul
Clifford Chance
21st Floor, Ferrum Tower
66 Sooha-dong, Jung-gu
Seoul 100-210
Korea
T +82 2 6353 8100
F +82 2 6353 8101
Shanghai
Clifford Chance
40th Floor, Bund Centre
222 Yan An East Road
Shanghai 200002
T +86 21 2320 7288
F +86 21 2320 7256
Singapore
Clifford Chance
Marina Bay Financial Centre
25th Floor, Tower 3
12 Marina Boulevard
Singapore 018982
T +65 6410 2200
F +65 6410 2288
Sydney
Clifford Chance
Level 16
No. 1 O’Connell Street
Sydney NSW 2000
T +612 8922 8000
F +612 8922 8088
Tokyo
Clifford Chance
Akasaka Tameike Tower
7th Floor
2-17-7, Akasaka
Minato-ku
Tokyo 107-0052
T +81 3 5561 6600
F +81 3 5561 6699
Warsaw
Clifford Chance
Norway House
ul.Lwowska 19
00-660 Warsaw
T +48 22 627 11 77
F +48 22 627 14 66
Washington, D.C.
Clifford Chance
2001 K Street NW
Washington, DC 20006 - 1001
T +1 202 912 5000
F +1 202 912 6000
This publication does not necessarily deal with every important topic or cover every aspect of the topics with which it deals. It is not designed to provide legal or other advice.
Clifford Chance LLP is a limited liability partnership registered in England Wales under number OC323571.
Registered office: 10 Upper Bank Street, London, E14 5JJ.
We use the word ‘partner’ to refer to a member of Clifford Chance LLP, or an employee or consultant with equivalent standing and qualifications.
© Clifford Chance, 2013
www.cliffordchance.com
* Clifford Chance’s offices include a second office in London at 4 Coleman Street, London EC2R 5JJ.
** The Firm has a cooperation agreement with Al-Jadaan Partners Law Firm in Riyadh.