Australian merger law and practice: a roadmap for international Lawyers

摘要

As the trade liberalisation agenda continues to gain momentum, ever increasing globalisation presents new challenges for corporate counsel engaged in merger discussions and their external advisers It is no longer enough to know the merger rules applicable in one 5 own country. There is an increasing need for counsel to appreciate the rules and regulations which will apply to the transaction in countries other than their own. Indeed, there is increasing concern that the cost of complying with competition rules in each country is itself becoming a barrier to international trade.1 A new global network of regulators has been established to attempt to coordinate assessments of international mergers and find ways of streamlining assessment processes. In addition, a growing number of competition agencies are entering mutual cooperation agreements. This article provides a primer for international corporate counsel and their advisers engaged in mergers of corporations which have interests in Australia. Two types of situations are contemplated. First, an international acquisition of a business operating in Australia and secondly, an international merger where both parties have competing businesses in Australia. There has been a recent increase in such mergers. They have included the SingTel/Cable & Wireless Optus takeover, the Glaxo Wellcome/Smithkline Beecham merger and the Warner Music/EMI merger (which ultimately did not proceed due to competition law concerns in other countries).