Merger control before the CCP: thresholds, timelines, and tactical filing

Merger control in Pakistan is often treated as paperwork discovered a week before closing. That is a mistake with a price attached. Section 11 of the Competition Act 2010 establishes a mandatory, suspensory pre-merger clearance regime: transactions that meet the notification thresholds require the Competition Commission of Pakistan's clearance before they are consummated, and closing without it exposes the parties to penalties and to orders unwinding the deal. This briefing sets out the regime as it stands in early to mid 2026 and the tactical choices that experienced parties make early.

The regime in one paragraph

An undertaking intending to enter into a merger — which the Act defines broadly to include mergers, acquisitions of shares or assets, joint ventures and amalgamations — must apply to the CCP for clearance where the prescribed thresholds are met. The Commission reviews whether the transaction will substantially lessen competition by creating or strengthening a dominant position in the relevant market. Review proceeds in two phases with statutory clocks. Most transactions clear in the first phase. The regime reaches foreign-to-foreign transactions where the parties have a Pakistani nexus through local assets, turnover or subsidiaries, so a global deal can carry a Karachi filing obligation even when no Pakistani entity signs the agreement [SCOPE TO BE VERIFIED BY REVIEWING LAWYER].

Thresholds: who must file

The notification thresholds are set by the Competition (Merger Control) Regulations 2016, as amended, and are framed by reference to gross assets, turnover, transaction value and shareholding. As commonly applied, notification is engaged where the acquirer's gross assets or the parties' combined gross assets, or the acquirer's turnover or the parties' combined turnover, exceed prescribed rupee figures, or where the transaction value itself exceeds a prescribed figure; acquisitions of shares or voting rights are generally caught above a ten per cent stake when not made purely as passive investment [ALL FIGURES AND THE CURRENT TEXT OF THE THRESHOLDS TO BE VERIFIED BY REVIEWING LAWYER — the rupee thresholds have historically been low relative to deal sizes, meaning most transactions of any substance in Pakistan are notifiable]. Two practical points follow. First, because the thresholds are low and partly acquirer-only, the analysis must be run on every deal, including minority investments and asset carve-outs. Second, the calculation uses the parties' financial statements, so the threshold exercise is an accounting task as much as a legal one — run it on signed numbers, not estimates.

Timelines: Phase 1 and Phase 2

On a complete application, the Commission must complete its first-phase review within thirty days. If the transaction raises no serious competition concern, clearance issues within that window. Where the Commission decides a deeper review is warranted, it opens a second phase, for which the Act allows ninety days. The clocks start on a complete application; requests for further information in practice extend the effective timeline, so completeness at filing is the main lever a party controls. The Act contemplates consequences where the Commission does not act within the statutory period [DEEMED-CLEARANCE POSITION TO BE VERIFIED BY REVIEWING LAWYER], but no sensible party plans a closing around administrative silence. For deal planning, treat Phase 1 as four to eight weeks door to door, and a Phase 2 case as a four-to-six-month proposition including pre-filing work.

Gun-jumping and the cost of closing early

The suspensory obligation has teeth. Consummating a notifiable merger without clearance, or providing false or misleading information in a filing, exposes undertakings to financial penalties — the Act permits penalties up to a fixed rupee amount or a percentage of annual turnover [SECTION 38 PARAMETERS TO BE VERIFIED BY REVIEWING LAWYER] — and the Commission may order modification or dissolution of a completed transaction. Gun-jumping risk is not limited to legal closing. Integration steps taken between signing and clearance — exchanging competitively sensitive information, coordinating pricing, exercising control rights — can themselves offend the Act's prohibitions on anti-competitive agreements. Clean-team protocols and restraint on covenants that give the buyer pre-closing control are as much a part of Pakistani merger practice as the filing itself.

Tactical filing

Five choices separate a smooth clearance from a difficult one. First, market definition: the applicant frames the relevant market in the filing, and a careful, well-evidenced framing — supported by data on shares, imports and substitutes — anchors the Commission's analysis. Second, timing: file on signing, not on the eve of closing, and build the clearance into the long-stop date with margin. Third, pre-filing engagement: the Commission's mergers staff will discuss a contemplated filing, and early contact surfaces information requests before the clock matters. Fourth, coordination with other regulators: banking amalgamations, insurance transfers and listed-company takeovers each run parallel processes before the State Bank, the SECP or under the Securities Act 2015 takeover regime, and the sequencing of approvals should be mapped at term-sheet stage, including any statutory exemptions for court- or regulator-sanctioned schemes [SCOPE OF EXEMPTIONS TO BE VERIFIED BY REVIEWING LAWYER]. Fifth, remedies: where a genuine overlap exists, parties that arrive with a considered remedy — a divestment, a supply commitment, a firewall — keep control of the process; parties that wait for the Commission to design one do not.

What this means for you

Run the threshold analysis in the first week of any transaction touching Pakistan, including foreign-to-foreign deals with local subsidiaries or sales — and record the analysis even when the conclusion is that no filing is required. Put CCP clearance in the conditions precedent, allocate the filing obligation and fees, set cooperation covenants that oblige both sides to answer information requests promptly, and give the long-stop date room for a Phase 2 review. Between signing and clearance, behave like competitors where you are competitors: no sensitive information outside a clean team, no coordination, no early control. Prepare the filing to be complete on day one — financial statements, market data, group structures — because the statutory clock only protects parties whose application starts it. And where the deal has a real overlap, decide your remedy strategy before the Commission asks. The CCP's merger practice rewards parties who treat it as a regulator to be persuaded, not a formality to be endured.