One Sponsor, Many Targets? Serial Private Equity Acquisitions And The Boundaries Of Transaction Aggregation Under Indian Merger Control
Swayamprava Rout, B.B.A. LL.B. (Hons.), Symbiosis Law School, Pune
ABSTRACT
Serial private-equity acquisitions pose a specific problem for merger control: multiple acquisitions may collectively alter market structure, even where the individual acquisitions seem unproblematic when considered in isolation. Indian merger-control law attempts to tackle this problem through the deal- value threshold in Section 5(d) of the Competition Act, 2002, the prior- acquisition rule set out in the Competition Commission of India (Combinations) Regulations, 2024, and notification of connected steps as a single transaction. Yet, these protections address separate legal issues and do not automatically lead to the aggregation of step-acquisitions of different targets by a single sponsor. This article analyses the border between deal- value calculation, transaction interconnection, and the cumulative competitive effects of numerous acquisitions. It then evaluates the current and potential approaches to scope in the Competition Act, 2002, the threshold in the related Regulations and the guidelines of the Competition Commission of India, and the practice of the Competition Commission of India, as well as in the European Union and the United States. It contends that the fact of cumulative competitive harm is to be separated from the evidence of a regulatory failure. Instead of assuming the need for sponsor- wide aggregation, it suggests clearer rules as to the application of existing rules and broader legislative intervention only where there is evidence of a material gap in the current regime.
Keywords: Serial acquisitions; private equity; Indian merger control; deal- value threshold; transaction aggregation; interconnected transactions; Competition Commission of India.
