Legal development

Tune-up Time: Revised Singapore Merger and Enforcement Guidelines

By Angie Ng, Adelle Elhosni and Kailun Ji

04 November 2025

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    What you need to know

    On 27 October 2025, the Competition and Consumer Commission of Singapore (CCS) commenced a public consultation on proposed changes to merger and enforcement guidelines as part of its periodic review.  In particular, the CCS intends to:

    • amend the CCS’s Guidelines on Merger Procedure (Merger Procedure Guidelines); and

    • issue new Guidelines on the Procedure for Settlement (Settlement Procedure Guidelines).  

    The CCS will consult on these guidelines till 17 November 2025. Thereafter, it is expected that revisions to the guidelines will be finalised.

    1.  Amendments to the Merger Procedure Guidelines

    Through the amendments, the CCS aims to :

    • reduce the time taken for CCS’ merger assessments for mergers that are unlikely to present any competition concerns;
    • reduce regulatory burden on merger parties and third parties in submitting information to CCS; and
    • provide clarity to merger parties at an earlier stage if CCS is going to be issuing a clearance decision, or is unlikely to clear a merger.

    The table below outlines some salient proposed changes:

      Current Approach Proposed Change
    A higher threshold for proceeding to a Phase 2 review If CCS is unable to conclude that a merger situation does not raise competition concerns at the end of the Phase 1 review, CCS will proceed to a Phase 2 review.

    CCS shall, upon the conclusion of the Phase 1 review:

    • give a favourable decision where there is no substantial lessening of competition; or
    • where there are reasonable grounds to suspect the merger may result in a substantial lessening of competition, provide a summary of its key competition concerns, and indicate that CCS is unlikely to clear the merger if these concerns remain unresolved.
    Shorter working timeframe for streamlined merger reviews

    Phase 1 review: to be completed within 30 working days.

    Phase 2 review: to be completed within 120 working days.

    Phase 1 review:

    • Where mergers clearly do not raise any competition concerns (which the CCS expects to apply to majority of mergers): to be completed within 25 working days (even though the Phase I review period remains at 30 days).
    • Where more scrutiny is required (to ascertain if competition concerns arise): to be completed within 50 working days.

    Phase 2 review: To be completed within 100 working days.
    Assessing ancillary restrictions
    		 CCS may engage the applicant(s) on the content of restrictive agreements or arrangements as part of the merger review process.

    CCS will continue to state in its grounds of decision as to whether the notified restrictive agreements or arrangements qualify as ancillary restrictions. If not, parties may file a separate notification for guidance or decision to seek greater certainty on the ancillary restrictions.
    Non-confidential version of Form M1 no longer required unless necessary
    		 Merger parties are required to provide a non-confidential version of Form M1, in addition to a confidential version, and a written statement explaining why the information is confidential.
    		 Parties are no longer required to provide a non-confidential version of Form M1, unless CCS considers it necessary to facilitate meetings with third parties or to publish a non-confidential version of its decision without delay. CCS will inform the applicant on the requirement to provide a non-confidential version of Form M1 if necessary.
    Removal of a Phase 2 issues letter or state of play meeting at Phase 2
    		 CCS may call for a state of play meeting with the applicant(s) to set out its competition concerns, which will also be formally set out in a Phase 2 issues letter.
    		 CCS will instead engage the applicant(s) at appropriate junctures to communicate any competition concerns identified to the applicant(s).

    2.  New Guidelines on the Procedure for Settlement

    These guidelines would supersede the CCS’s Practice Statement on the Fast Track Procedure for Section 34 and Section 47 Cases (Fast Track Practice Statement).

    By introducing the Settlement Procedure Guidelines, the CCS aims to:

    • increase the maximum settlement discount quantum to reflect the higher efficiency by parties who successfully conclude an investigation via settlement; 
    • encourage settlement by parties by streamlining the settlement procedure and facilitate greater ease in initiating settlement by parties; and
    • provide greater clarity on CCS’ position should a party that has entered into a settlement agreement subsequently appeal against CCS’s decision.

    The table below outlines some salient proposed changes:

     
      Current Fast Track Procedure  New Settlement Procedure Guidelines
    Increased maximum settlement discount quantum Fixed reduction of 10% from the applicable financial penalty.
    		 Maximum variable settlement discount of up to 30% on the settling party’s remaining penalty. This depends on the stage at which the settlement commenced (eg, after discounts awarded under the leniency programme have bene applied).
    Facilitate greater ease in initiating the settlement procedure
    		 There was not express form or process for initiating Fast Track procedure.
    		 A party interested in settlement can apply for settlement and initiate the process by using a form that will be available.
    Right to appeal
    		 Prior to signing the Fast Track Procedure Agreement, applicants have the option to withdraw and end the Fast Track procedure and revert to the normal investigatory procedure.

    Settlement applicants shall, as a condition of the settlement agreement with CCS, agree to not challenge or appeal against any part of findings or the infringement decision that does not deviate in substance from the settlement agreement.

    However, like in the Fast Track procedure, settlement applicants are able to withdraw and end the settlement procedure prior to signing the settlement agreement.

    What this means for you 

    Some key points to note for businesses include:

    • Deal teams are well advised to frontload the substantive assessment of whether material competition law issues are likely to arise in the context of a merger, acquisition or joint venture.  If the changes are implemented, the proposed time period for merger reviews may range between 25 to 50 working days (Phase 1); and up to 100 business days (Phase 2).  Importantly, these time periods do not take into account the possibility that the CCS might "stop the clock" for various reasons (ie, including if parties do not respond to requests for information in a timely manner).  

    • It is important not to "take it for granted" that restrictive agreements, arrangements or provisions (eg, non-competes or exclusivities) would automatically qualify as and be cleared as "ancillary restrictions" to the main transaction.  The proposed amendments to the guidelines are a timely reminder that such restrictive arrangements may be assessed separately to the review of the overall transaction.

    • The new settlement procedure encourages proactive and timely conclusions to enforcement cases to increase efficiencies and savings in time.  Businesses should consider using these new procedures including to obtain greater discounts on penalties.

    Other authors: Danny Xie, Associate and Gary Lou, Trainee Solicitor

    Want to know more? 

    The information provided is not intended to be a comprehensive review of all developments in the law and practice, or to cover all aspects of those referred to.
    Readers should take legal advice before applying it to specific issues or transactions.

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