With the combination of a well-established Japanese practice and a strong antitrust and competition team, Zhong Lun has assisted Panasonic in obtaining MOFCOM's conditional antitrust clearance for its US$9.4bn acquisition of Sanyo Electric.
The landmark ruling is the most recent of a series of cases where MOFCOM imposed conditions when issuing antitrust clearance, and has demonstrated its increasing confidence in handling complex global merger cases.
"Considering the wide variety of the products involved in the merger, the complexity of the relevant market analysis, the comprehensiveness of the review procedures, the specifics of remedial measures and the extraterritorial application of the remedies, this decision is another milestone signifying PRC antitrust authority's capability to comprehensively and effectively conduct antitrust review of offshore mega-mergers," said Zhong Lun partner John Jiang, a member of the firm's team led by senior partner Wu Peng (pictured).
In addition to advising on the merger filing, Zhong Lun is also serving as the merger parties' counsel in the on-going implementation of the remedial measures to which they have committed, as well as providing PRC M&A related legal services for this transaction.
As the transaction involves two Japanese companies, Zhong Lun's reputable Japanese practice is one of the major factors in its winning the mandate; its antitrust and competition team's capacity is another key factor - 11 lawyers from the team have worked on this merger.
The challenging process of the merger filing has tested each lawyer's diligence and adroitness.
"In this case, PRC local lawyers prepared all the merger filing materials and led the analysis of, and resolution to, relevant legal issues during the merger filing and negotiation process with MOFCOM. Due to the lack of precedents for many of the competition concerns and remedial measures in connection with this merger, analysis and resolution of the relevant legal issues posed significant challenges for the local lawyers involved," said Jiang.
The successful conditional approval of this merger illustrates the development of PRC lawyers' growing capability in dealing with complex anti-trust issues. And, since the antitrust review for this merger was concurrently carried out in several of the world's major jurisdictions, the interactions among authorities and the interaction among counsels in different jurisdictions are also worth noting.
Client
|
China
|
Japan
|
EU
|
USA
|
Panasonic
|
Zhong Lun
|
Nagashima Ohno & Tsunematsu
|
Weil, Gotshal & Manges
|
Weil, Gotshal & Manges
|
Sanyo
|
Zhong Lun
|
Mori Hamada & Matsumoto
|
Arnold & Porter
|
Simpson Thacher & Bartlett
|
Compared with all prior decisions by MOFCOM, this antitrust clearance decision is ground-breaking in the following aspects: |
|
Related stories: