China Merger Control: Dispelling the Myths & Misconceptions

• Pages: 55-62
• Date: 01 July 2025
• Published date: 01 July 2025
• Author: Philip Monaghan,John Ren,Elizabeth Wang

SUMMER 2025 · 55

Philip Monaghan is a partner at O’Melveny, John Ren is a partner at T&D

Associates, and Elizabeth Wang is a partner at Econic Partners.

China Merger Control:

Dispelling the Myths &

Misconceptions

BY PHILIP MONAGHAN, JOHN REN,

AND ELIZABETH WANG

AS A KEY JURISDICTION FOR GLOBAL

merger control, China has an outsized influ-

ence on determining which global deals move

forward, on what terms, and on what timeline.

China’s lengthy reviews and onerous terms for

clearance of high-profile tech sector mergers fuel concerns

that China’s merger control regime—formerly administered

by the Ministry of Commerce (MOFCOM) and now by

the State Administration for Market Regulation (SAMR)—

presents a significant obstacle for transactions.

But these concerns are often overstated. SAMR’s record

does not support the view that notifiable transactions are

inevitably subjected to a protracted review, that politi-

cal factors always influence the process, or that remedies

imposed on the parties invariably reflect industrial policy.

Nor does SAMR’s record demonstrate that tech transac-

tions involving U.S. corporations are impossible to clear,

or, for that matter, that clearance can only be achieved

after a lengthy review.

SAMR Filings Volume Impacts Merger Timeline

SAMR reviews a significant volume of filings with limited

resources. In fact, China has surpassed the European Com-

mission (EC) in the number of cases reviewed annually since

2018. In 2023, the SAMR reviewed 797 cases under the

Anti-Monopoly Law (AML), which was more than double

the number of cases reviewed by the EC that year.1 Figure 1

compares the quantity of cases reviewed by these two juris-

dictions during the past six years. While the EC’s caseload

has been relatively stable during this time, the SAMR’s case-

load has doubled.

Figure 1. Number of Cases Reviewed by China

and the EU, 2018-2023

Source: SAMR and MOFCOM decisions, Merger case statistics published by

theEC

Given the caseload, it may come as a surprise to learn

that SAMR has approximately 20 staff members compared

to the EC’s 117.2 In other words, the EC has nearly six times

the staff to review half as many cases. Given this intense

pressure on resources, in January 2024, SAMR increased its

jurisdictional turnover thresholds for mandatory filings to

nearly double.3 And while this resulted in a 16 percent drop

in filings in 2024,4 SAMR still outpaced the EC. In brief,

SAMR’s work rate suggests its clearance process is quite effi-

cient when viewed in context.

Most cases cleared on a fast-track procedure. In 2022

and 2023, SAMR spent an average of 26.5 and 25.7 days to

undertake its initial review after receipt of the formal noti-

fication (i.e., before formally opening the case).5 The vast

majority of transactions were then reviewed as “simple cases”

unlikely to harm competition and therefore subject to fast-

track review. Simple cases include transactions below partic-

ular market-share thresholds,6 joint venture formations and

acquisitions of targets with no economic activities in China,

and transactions involving the exit of one or more joint con-

trolling shareholders from an existing joint venture. For these

cases, SAMR completes its pre-review within 20 days and its

formal review after case opening within a further 20 days.7 In

the first nine months of 2024, simple cases’ preview averaged

just 16.4 days and formal review just 17.3 days.8

SAMR has low intervention rate for mergers. Despite

the Chinese government’s active management of its

national economy, SAMR enforcement statistics demon-

strate that the state does not “intervene” (i.e., seek a rem-

edy or move to block the case) in most merger reviews.

Among the 5,781 merger cases reviewed from the enact-

ment of the AML in 2008 through the end of 2023,

only 61 cases were cleared with conditions while a mere

three transactions were blocked ((Coca-Cola/ Huiyuan

(2009)9, Maersk/MSC/CMA CGM (2014)10 and Huya/

DouYu (2021)11). But there are also transactions that were

abandoned prior to an expected adverse decision, such as