Direct answer: risk generally arises in three situations — (1) a deal may require pre-closing concentration review; (2) pricing, distribution, platform or competitor-contact practices may implicate monopoly agreements or abuse of dominance; (3) the company must respond to an investigation or private claim. For deals, ask: concentration? thresholds? below-threshold call-in risk? gun-jumping before clearance?
Use with Corporate M&A & Exit, FDI / NSR (dual-track deals), and the antitrust keyword hub.
Direct answer
Every major module on this desk answers five questions:
- Decision — What route am I potentially in?
- Rule — Which provision or instrument controls?
- Clock — What sequence or deadline follows?
- Evidence — Which facts or documents change the result?
- Action — What should I prepare now?
Orientation and decision-support only — not legal advice and not a SAMR determination. Chinese official texts control. Preliminary labels only: filing screen, below-threshold assessment, conduct review, insufficient facts, urgent escalate.
- Triage: deal · pre-closing · pricing/distribution · competitor contact · platform · regulator inquiry · private claim.
- Triage from deal conduct or investigation into merger gun-jumping conduct platform or response playbooks.
- Commercial or regulatory event
- Acquisition / JV / restructure
- Concentration + thresholds
At-a-glance: issue table
| Your situation | First legal question | Primary tool | Likely output |
|---|---|---|---|
| Acquisition / JV / restructuring | Concentration + filing risk? | Merger tree + threshold calculator | Filing screen |
| Pre-closing integration | Allowed before clearance? | Gun-jumping matrix | Clean-team protocol |
| Pricing / distribution | Potentially problematic restraint? | Conduct risk matrix | Contract / policy review |
| Competitor contact / bidding | Prohibited coordination? | Competitor-contact rules | Stop / escalate protocol |
| Platform conduct | Dominance / platform analysis? | Platform-risk screen | Product / commercial review |
| Regulator inquiry | What immediately? | Investigation timeline | Response playbook |
| Potential damages claim | Admin or private route? | Route comparison | Litigation assessment |
Scope / legal framework
Tracks: transaction (merger control), conduct (agreements, vertical restraints, dominance, platforms), enforcement (investigation + private claims). Fair-competition / SOE interfaces appear where public procurement and subsidies affect foreign bidders.
- Editorial hierarchy: statute → State Council → SAMR rules → guidelines → enforcement → judgments → commentary.
- Editorial hierarchy from Anti-Monopoly Law through State Council regulations SAMR rules guidelines enforcement and commentary.
- Anti-Monopoly Law (statute)
- State Council regulations (e.g. notification thresholds)
- SAMR departmental rules & normative documents
Status badges: BindingInterpretiveEnforcementDraftCommentary
Binding: Anti-Monopoly Law of the PRC (as amended). Core prohibitions on monopoly agreements, abuse of dominance, and concentration review architecture. Cite Chinese text by article in deal memos; English is orientation unless official.
Binding: State Council notification threshold provisions (confirm current text). Turnover tests for mandatory notification — commonly discussed as Test 1 (WW > RMB 12bn and ≥2 parties China each > RMB 800m) OR Test 2 (China combined > RMB 4bn and ≥2 parties China each > RMB 800m). Last verified on this desk: August 2026 — re-check official Chinese instrument before filing.
Binding / Interpretive: SAMR rules, measures and guidelines. Filing contents, review practice, simplified procedures where available, and conduct guidance. Distinguish binding rules from interpretive guidelines and enforcement examples.
Parallel regime: Foreign-investment security review. NSR is not merger control. Dual-track deals need both clocks — see FDI Closing Readiness.
- Competing regimes: trigger, character, threshold, standstill, business output.
- Comparison table of competing legal routes in China competition and security screening.
- Lens
- Merger control
- Monopoly agreement
Practical workflow
A. Transaction track — merger control
- Concentration → perimeter → both turnover tests → below-threshold assessment → gun-jumping → document assumptions.
- Decision tree from concentration analysis through turnover tests to below-threshold risk and gun-jumping.
- 1. Is there a concentration?
- Merger · share/asset control · contractual control · decisive influence
- 2. Participating undertakings + group perimeter
- Calculation diagram for two alternative notification tests with assumptions and below-threshold caveat.
- Test 1 (worldwide + China)
- WW combined turnover > RMB 12bn
- AND China turnover of ≥2
- Identify → calculate → prepare → completeness → initial ~30 → further ~90 → extension ~60 → decision. Legal periods ≠ SPA buffers.
- Timeline of concentration review from identification through formal 30-day initial review further 90-day review and extension.
- Identify deal
- Control + perimeter
- Calculate
- Green ordinary planning; amber clean-team; red early closing / raw CSI / joint day-to-day control.
- Risk matrix for pre-closing integration and competitively sensitive information exchange before merger clearance.
- GREEN — usually OK
- • Ordinary course planning
- • High-level public info
- Transaction · control · turnover · overlap · conclusion · execution + unresolved facts.
- Annotated six-section merger-control screening memo work product structure.
- 1. Transaction
- Parties · structure · signing · closing target
- ← perimeter
Control / decisive influence (fact matrix inputs): equity % · voting · board appointment · vetoes / reserved matters · contractual control · veto on budget, business plan, senior hires, or technology. Minority stakes can still create concentration facts.
Below-threshold rule: if neither turnover test is met, run a competitive-significance screen (overlaps, market structure, killer-acquisition style facts). Output is below-threshold assessment, not automatic clearance.
B. Conduct track
- Editorial green/amber/red triage for competitor contact, RPM, exclusivity, dominance and platform rules.
- Risk matrix for competitor contacts vertical restraints and dominance-related commercial policies.
- Topic
- Green
- Amber
- Horizontal / competitor contact — price-fixing, market allocation, bid-rigging, including via trade associations. Future pricing or bid intentions = red.
- Vertical restraints — RPM and certain exclusivity / MFN structures remain high-scrutiny; not “always unlawful” as a slogan, but high risk without analysis.
- Dominance — market definition + position + conduct (exclusionary or unfair). Share alone is not the whole analysis.
- Platforms — ranking, data advantages, self-preferencing, “choose one of two,” interoperability and merchant treatment need an evidence file, not a buzzword paragraph.
C. Enforcement track
- 0–60 minute checklist: verify, preserve, chronology, interview rules, document control, single response channel.
- First-hour checklist timeline for regulator contact or dawn raid style investigation response.
- 0–15 min
- Verify identity
- Call counsel
| Route | Character | Typical business output |
|---|---|---|
| Administrative enforcement | SAMR investigation / decision / commitments path | Response strategy, remedies negotiation |
| Private litigation | Court claim (follow-on or stand-alone theories) | Evidence, market definition, damages theory |
| Both | Parallel risk | Privilege and messaging discipline |
Decision screens (child pages)
| Screen | Focus |
|---|---|
| China Antitrust: Merger-Control Filing Screen | Concentration, turnover tests, below-threshold risk and standstill — the deal path of the Decision Desk. |
| China Antitrust: Gun-Jumping & Clean-Team Protocol | Pre-clearance integration and CSI exchange can create standstill risk even when a filing is planned. |
| China Antitrust: Vertical Restraints & RPM Screen | Pricing and distribution policies need a conduct matrix, not a one-line “RPM is illegal / fine” slogan. |
| China Antitrust: Investigation First-Hour Playbook | Notice, inquiry or onsite contact is a preserve-and-organize problem in the first hour. |
| China Antitrust: Platform & Dominance Screen | Platform markets need evidence files on position, data, ranking and merchant treatment — not generic “digital focus” copy. |
Common mistakes (micro-scenarios)
| Assumption | Why it fails | Screen instead | Output |
|---|---|---|---|
| “Target is offshore — no China merger control.” | China turnover of parties can still trigger tests | Both threshold tests + nexus | Screening memo §3 |
| “Below thresholds = safe.” | Call-in / competitive significance remains | Below-threshold tree | Assessment memo |
| “We can integrate now; filing later.” | Standstill / gun-jumping | Gun-jumping matrix | Clean-team protocol |
| “RPM is always fine if recommended.” | Pressure and monitoring convert risk | Conduct matrix | Policy rewrite |
| “Trade association chat is networking.” | Horizontal coordination risk | Agenda + stop rules | Escalation protocol |
| “Platform focus is only PR.” | Dominance / algorithm evidence files | Platform-risk screen | Product review list |
| “Wait for SPA to run antitrust.” | Destroys auction long-stops | LOI-stage tree | Early screen + CP plan |
| “Delete chats if SAMR calls.” | Obstruction / spoliation risk | First-hour playbook | Legal hold |
Action checklists
Transaction checklist
- [ ] Map structure and control rights (including minority vetoes)
- [ ] Identify undertaking groups / perimeter
- [ ] Calculate worldwide and China turnover (both tests)
- [ ] Assess below-threshold competitive significance
- [ ] Map horizontal, vertical, adjacent overlaps
- [ ] Set filing and closing assumptions; standstill plan
- [ ] Establish clean-team rules
- [ ] Separate signing, clearance, closing, integration
- [ ] Prepare source-linked counsel handoff
Commercial-conduct checklist
- [ ] Identify competitors, distributors, platforms involved
- [ ] Flag future pricing / output / customer / bid / territory communications
- [ ] Screen RPM and distribution restrictions
- [ ] Assess whether dominance analysis is needed
- [ ] Document economic rationale
- [ ] Preserve records; escalate red flags before implementation
Investigation first-hour checklist
- [ ] Authenticate notice / officers; call external counsel
- [ ] Legal hold — no deletion
- [ ] IT / HR instructions; start chronology
- [ ] Interview discipline; single external channel
- [ ] Privilege map; document control
Printable counsel handoff pack
Free initial consultation — prepare this pack first. Typical scope: merger screen triage, gun-jumping protocol design, or investigation response plan — not a full Form filing or market study. Eligibility and response time are set by each lawyer.
1. Pathway
2. Transaction (if deal)
3. Conduct / investigation (if applicable)
4. Execution & questions
Not legal advice. Chinese AML and threshold instruments control. Source: chinalegalportal.com/china-antitrust-competition-law
Go deeper
- Antitrust keyword hub · SAMR merger control · Abuse of dominance
- Corporate M&A & Exit · FDI / NSR dual track
- Multi-jurisdiction merger control (outbound)
Sources, badges & change log
Five-field publication rule: authority + provision + legal status + effective/version date + last verified. Separate black-letter law from enforcement examples and editorial inference. Never convert Draft/Commentary into a binding duty.
| Instrument / layer | Status badge | Last checked |
|---|---|---|
| Anti-Monopoly Law | Binding | Aug 2026 |
| State Council concentration notification thresholds | Binding — confirm current Chinese text | Aug 2026 (desk figures: 12bn / 4bn / 800m RMB tests) |
| SAMR rules / guidelines | Binding or Interpretive (label per instrument) | Aug 2026 |
| Enforcement decisions | Enforcement Example | Fact-bound |
| Secondary commentary | Commentary | Never sole support |
