Merger control · 01 Editorial guide
China Merger Control: SAMR Filing and Gun-Jumping Risk
Filing posture, simple-case questions and gun-jumping risk around a deal.
First job Test whether the transaction is a filing question before closing plans harden.
Use this route when an information request, raid or closing date changes the next step. Confirm current rules on the national decision desk.
Direct answer
What this page decides
01
This page owns AT01 merger control and AT02 gun-jumping on one live URL. First question is whether the deal is a concentration (change of control, including many JVs). Second is whether a SAMR filing and standstill apply — including below-threshold risk. Third is what the parties may not do before clearance. Turnover tests and filing forms change; confirm current SAMR rules on the Decision Desk and the merger-control screen. Do not treat ‘small China turnover’ as automatic no-file. Closing or integrating early is a gun-jumping file, not a project-management choice.
At a glance
Which fact changes the next route
Use the fact that changes ownership or urgency to decide the next move.
| Question | Why it matters | Next route |
|---|---|---|
| Is there a change of control or a JV? | No concentration, no merger file. | Control map first. |
| Need the current turnover test? | Numbers move. | /china-antitrust-merger-control-screen and current SAMR text — not this page’s memory. |
| Want to close or onboard staff now? | Standstill / gun-jumping. | Clean-team row; /china-antitrust-gun-jumping-clean-team |
| FDI or NSR as well? | Parallel gates. | FDI hub; M&A approvals L4. |
| SAMR already asking questions? | Investigation path. | Investigations L4 — not a filing FAQ. |
| RPM in the same deal’s distribution? | Conduct, not merger. | Vertical L4. |
Scope
What this page owns — and what it does not
Practical workflow
Action, evidence, legal gate, output
| Action | Documents / evidence | Legal gate | Output |
|---|---|---|---|
| Map control | Equity, vetoes, board, shareholders’ agreement | Concentration or not | Control memo |
| Run current threshold tests | Turnover by party and China nexus | Live SAMR rules only | File / watch / no |
| Assess below-threshold and call-in risk | Market facts, SAMR practice | Do not treat silence as clearance | Risk note |
| Choose procedure and party | Simple-case checklist, documents | Counsel on simplified vs ordinary | Filing plan |
| Hold standstill | Clean team, information walls, integration bans | Gun-jumping child screen | Pre-close protocol |
| Clear then close | Decision, conditions, long-stop | Remedies if any | Closing permission |
Documents
What to gather before the next call
These items help clarify the file; they are not a legal requirement list.
| Item | Why needed | Who holds it | Risk if missing |
|---|---|---|---|
| Transaction documents and control rights | Concentration test | Deal counsel | Missed JV filing |
| Turnover pack | Thresholds | Finance | Wrong test year |
| Market and overlap description | Simple vs ordinary | Business | Procedure surprise |
| Clean-team protocol | Gun-jumping | Both sides | Integration that is implementation |
Common failure points
Where files usually break
Closing because ‘we will file later’.
Exchanging future pricing and customer lists in the VDR without a clean team.
Using last year’s turnover thresholds from a slide deck.
Ignoring a JV that looks like a greenfield but is a concentration.
FAQ
Narrow follow-ups owned by this page
What are the current SAMR thresholds?
They are not printed here. Use the current instrument and /china-antitrust-merger-control-screen.
Is gun-jumping only about closing?
No. Partial implementation, integration and some information exchange can count. See the gun-jumping screen.
Quick answers
Need the short version? Start with one narrow question.
These explainers answer one question. They do not replace this topic route or a deep guide.
Curated resources
Open the asset that matches this job.
China antitrust decision desk
National decision desk for merger control, conduct and investigations. This remains the long-form owner.
Transaction track — merger control
Filing and gun-jumping questions on the national desk.
Transaction checklist
Deal checklist on the national desk.
Corporate & M&A practice hub
Transaction structure and closing clocks sit beside merger-control questions.
FDI & national security hub
Access and security-review gates that often run beside SAMR.
Counsel hand-off
What to bring when you instruct
Instruct antitrust counsel before the long-stop is drafted. Bring: control chart, turnover, draft SPA CPs, and any planned integration.
Local context
Add the city only when it changes implementation.
Local SAMR practice can matter after the national question is identified.
Open city and province guidesCounsel hand-off
Need competition counsel?
This hub organises transaction, conduct and investigation routes. It is not a filing decision.
Find competition counselLegal review
Who reviewed this guide
Need qualified counsel?
Move carefully. Move with a record.
Use the portal to identify counsel for this practice and related China-side issues.