Author: Khushi Garg, 4th year, BBA.LLB, Christ (Deemed to be) University, Delhi NCR
The landscape of Indian Mergers and Acquisitions (M&A) law has evolved rigorously in past few years. From ‘paradigm legislative shifts’ in 2024 to the ‘first full stress test’ in 2025 of the new rules and now 2026 being the year of ‘strategic fine-tuning’, there has been a lot on the plate[1]. One of the significant changes in this new era includes- ‘Deal Value Threshold (DVT)’ under Section 5(d) of the Competition (Amendment Act) 2023[2] and the Competition Commission of India (Combinations) Regulations, 2024[3]. This blog explains the DVT, how Competition Commission of India (CCI) is redefining ‘control’ and cracking down on procedure slips.
The Problem: “Killer acquisitions” and the Digital Gap
Earlier, the CCI reviewed mergers based on the physical property owned by the company or the money it made- ‘assets and turnover’ thresholds. But in today’s digital economy, giant tech companies are often benefitted with the loophole, which allows them to buy startups having massive user database with few physical assets and/or no profits and escape governmental reviews. These types of acquisitions are called ‘killer acquisitions’ where a large player buys a small competitor specially to eliminate them before they can even grow[4]. The DVT is introduced as a potential solution to this problem which earlier went unnoticed.
The Solution: Deal Value Threshold of Rs. 2,000 crores
The Deal Value Threshold (DVT) rule was officially notified by the government in September 2024, requiring companies dealing for more than Rs. 2,000 crores to notify the CCI for approval, regardless of how small the target company’s assets are. However, this rule does not apply only because of its high value, the target company must have ‘substantial business operations (SBO)’[5] in India as well[6].
The CCI released ‘Frequently Asked Questions on Combinations, in May 2025’[7] and clarified the measuring criteria of SBO when only a portion of an enterprise or division or business is being acquired, taken control of, merged or amalgamated by considering the users or end users, gross merchandise value or turnover as may be applicable, of the said portion or division or business attributable to it.[8] This shift has encouraged companies to perform ‘detailed due diligence’ to ensure they don’t miss a filing requirement.
Redefining ‘Control’: It’s Not Just About the Shares
The complex part of the new updates is how CCI defines ‘Control’ which is not merely owning 51% of the shares in the target company. The CCI has codified a standard called ‘material influence’- where if an investor has the power and ability to influence the management or policy decisions of other company, the former is said to have ‘control’ despite owning small fraction of shares.
The CCI further distinguished the two types of rights:
- Control-Conferring Rights: Rights which confer the investor with approving powers on critical business decisions such as budgets, business plans, or the appointment of key management.[9]
- Investor Protection Rights: Certain standard protections of investor’s rights that are not directly considered control, but are meant to protect the value of an investment[10].
The Resurgence of ‘Gun Jumping’ Scrutiny
In the field of mergers, there is a concept called ‘standstill obligation’ which is procedural condition meaning that once a deal is locked among the parties, they cannot move ahead to finalize the same, until they get all the required approvals from the CCI, and if they do so, they’ll be gun jumping the transaction[11]. In 2025, there have been five gun-jumping decisions issued by CCI as compared to only one in 2024, showing resurgence. CCI opined that many businesses attempt to get exemption under ‘ordinary course of business’ trap to continue their activities during the merger. The CCI has warned that this is not an automatic safe harbor and required ‘rigorous self- assessment’.[12]
The Manipal Health systems was also fined by the CCI for gun jumping thereby violating standstill obligations for completing partial purchase of stake before securing mandatory clearances from the CCI.[13] Similarly, in another case, Matrix Pharma and associated parties were fined by the CCI for gun jumping by making unauthorized changes to their previously approved scheme.
Solving the CCI-IBC Standoff
The updates in merger laws have a massive impact on the Insolvency and Bankruptcy Code (IBC) as well by resulting in the introduction of Insolvency and Bankruptcy Code (Amendment) Bill, 2025, reversing the Supreme court’s rule for mandatory approval of CCI even before the Committee of Creditors (COC) plan to vote in the high-profile AGI-Greenpac- Hindustan National Glass saga delaying the bankruptcy process. However, the amendment bill would allow the creditors to vote first, and then seek CCI approval before the National Company Law Tribunal’s (NCLT) final clearance. This would increase the efficiency by reshaping the distressed timeline for M&A transactions.[14]
The ‘Debt Shift’: A New Frontier Control
The Reserve Bank of India (RBI) has also proposed a framework in October 2025[15], allowing Indian banks to fund corporate acquisitions which was earlier restricted. Companies can now choose bank debt under this proposal to fund deals rather than relying only on Private Equity (PE) firms who demanded veto rights as well. The loan agreements with banks can be controlling by barring a company from entering into a new market or restrict their spending, which may also ‘constrain competitive freedom’.[16]
Looking Ahead: What 2026 Holds
The Indian merger control regime is ‘maturing’ in 2026. Transaction activity remains strong, with 134 combinations approved in 2025, making it one of the most active years in the last half-decade[17]
Frequently Asked Questions (FAQs) on India’s Merger Control Laws
1. What is the Deal Value Threshold (DVT) under Indian Competition Law?
The Deal Value Threshold (DVT) is a rule introduced by the Competition (Amendment) Act, 2023. It mandates that any merger or acquisition where the transaction value exceeds ₹2,000 crores (approx. $240 million USD) must be notified to the Competition Commission of India (CCI) for approval, provided the target company has Substantial Business Operations (SBO) in India.
2. What are “Killer Acquisitions” and why is the CCI targeting them?
“Killer acquisitions” occur when large, dominant companies (often tech giants) acquire smaller, innovative startups primarily to shut them down or absorb their user data, thereby eliminating future competition. The CCI is targeting them through the DVT to ensure these high-value deals are reviewed, even if the startup has minimal physical assets or revenue.
3. How does the CCI define “Material Influence”?
The CCI has moved away from defining control merely as owning 51% of a company’s shares. Under the “Material Influence” standard, an investor is deemed to have control if they possess rights that allow them to influence critical management affairs, strategic business plans, annual budgets, or the appointment of key management personnel.
4. What is “Gun-Jumping” in M&A transactions?
Gun-jumping occurs when the parties involved in a merger or acquisition violate the “standstill obligation.” This means they take steps to complete or implement the transaction (such as combining operations or changing management) before receiving formal approval from the CCI. This results in heavy financial penalties.
5. Can Indian banks fund corporate M&A acquisitions?
Historically, no. However, under a proposed framework introduced by the Reserve Bank of India (RBI) in October 2025, Indian banks are now permitted to fund corporate acquisitions. This provides an alternative to Private Equity (PE) funding, though companies must be cautious of bank loan covenants that might restrict competitive freedom.
6. How does the IBC Amendment Bill 2025 affect CCI approvals?
The Insolvency and Bankruptcy Code (Amendment) Bill, 2025 streamlines the corporate insolvency resolution process (CIRP). It allows the Committee of Creditors (CoC) to vote on a resolution plan first. The successful applicant then seeks CCI approval before final clearance from the NCLT. This reverses earlier precedents that caused massive delays by requiring CCI approval before the CoC could vote.
[1] https://trilegal.com/news-insights/thoughtleadership-aparna-mehra-navigating-indias-merger-control/
[2] Competition (Amendment Act) 2023, Section 5(d)
[3] Competition Commission of India (Combinations) Regulations, 2024
[4] Whish, Richard QC (Hon) (2022) “KILLER ACQUISITIONS AND COMPETITION LAW: IS THERE A GAP AND HOW SHOULD IT BE FILLED?”, National Law School of India Review: Vol. 34: Iss. 1, Article 1. DOI: 10.55496/ZFQB4912 Available at: https://repository
[5] Competition (Amendment Act) 2023, Section 5(d)
[6] Competition Commission of India (Combinations) Regulations, 2024, Rule 4(2)(C)
[7] https://www.cci.gov.in/images/whatsnew/en/faq-book-english-compressed1747724324.pdf
[8] https://www.cci.gov.in/images/whatsnew/en/faq-book-english-compressed1747724324.pdf page 12-23 of 76.
[9] https://www.cci.gov.in/images/whatsnew/en/faq-book-english-compressed1747724324.pdf page 05 of 76.
[10] https://www.cci.gov.in/images/whatsnew/en/faq-book-english-compressed1747724324.pdf page 06 of 76.
[11] Parihar, Ajit Singh Parihar, Merger Control and Standstill Obligations in Digital Markets: A Comparative Competition Law Perspective (India-EU-United States) (December 30, 2025). Available at SSRN: https://ssrn.com/abstract=6054036 or http://dx.doi.org/10.2139/ssrn.6054036
[12] https://trilegal.com/news-insights/thoughtleadership-aparna-mehra-navigating-indias-merger-control/
[13] https://www.mlex.com/mlex/articles/2420062/manipal-health-systems-fined-for-gun-jumping-by-indian-watchdog
[14] https://trilegal.com/news-insights/thoughtleadership-aparna-mehra-navigating-indias-merger-control/
[15]https://rbidocs.rbi.org.in/rdocs/PressRelease/PDFs/PR1218DB1E4D0897984E4BA6A5EE118C5EDE1C.PDF
[16] https://indiacorplaw.in/2025/10/22/the-debt-shift-how-the-rbi-is-quietly-reshaping-indias-ma-and-competition-landscape/
[17] https://trilegal.com/news-insights/thoughtleadership-aparna-mehra-navigating-indias-merger-control/
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