Priced To Avoid Scrutiny: Killer Acquisitions And The Limits Of India's Deal Value Threshold
Smriti Rangan, Ramaiah College of Law
ABSTRACT
India's merger control architecture underwent a significant recalibration in 2023. The Competition (Amendment) Act introduced a transaction-value based trigger for acquisitions exceeding Rs. 2,000 crore now require CCI clearance irrespective of whether the target generates any domestic revenue. The amendment was widely celebrated as India's answer to killer acquisitions - the practice by which dominant digital platforms acquire nascent startups primarily to neutralise competitive threats. This article argues that such celebration is premature. The Rs. 2,000 crore threshold is structurally miscalibrated the most dangerous killer acquisitions in India's startup ecosystem typically occur at sub-threshold valuations, involving pre- revenue competitors whose disruptive potential far outweighs their transaction value. Further, the withdrawal of the Digital Competition Bill, 2024 in August 2025 has left a doctrinal vacuum that the amended Competition Act, 2002 cannot adequately fill on its own. Rather than advocating for a resurrection of the standalone Digital Competition Bill or accepting the deal value threshold as sufficient, this article proposes a third way i.e., the introduction of a "nascent competitor doctrine" within the CCI's substantive merger review framework, adapted from the European Court of Justice's Towercast judgment and the United States Federal Trade Commission's evolving approach to potential competition. This doctrinal shift focused on the quality of competitive review rather than the trigger for notification, offers India a proportionate, innovation-sensitive, and legally grounded path forward.
Keywords: Killer Acquisitions, Deal Value Threshold, Competition (Amendment) Act 2023, Nascent Competitor Doctrine, Digital Competition Bill, CCI Merger Review, Towercast, Startup Ecosystem.
