DEAL VALUE THRESHOLD UNDER INDIAN MERGER CONTROL: A NEW FRONTIER FOR CCI REGULATION OF M&A

Indian merger control has traditionally relied on asset and turnover based thresholds to determine whether an M&A transaction requires regulatory scrutiny or not. While these measures work reasonably well for established businesses, they can miss acquisitions involving high-value, asset light or innovation driven enterprises whose competitive significance is not reflected in current revenues or assets. This gap is particularly relevant in the digital and start up markets. The Competition (Amendment) Act, 2023 introduced the Deal Value Threshold (“DVT”) under Section 5(d) of the Competition Act, 2002. A transaction is brought within this framework where its value exceeds ₹2,000 crore and the target has substantial business operations in India (“SBOI”). This paper examines the rationale, operation and emerging challenges of the DVT. It analyses the statutory framework governing transaction value and SBOI, with particular attention to contingent consideration, non-cash components, interconnected transactions and digital businesses. The paper argues that DVT addresses a genuine weakness in traditional merger control, but also creates new questions of valuation and jurisdictional certainty. These issues matter. They can affect both, the regulatory compliance as well as transaction timelines. Drawing on Indian regulatory materials, comparative merger control practice and competition law literature, the paper recommends clearer valuation guidance, greater certainty on SBOI, periodic review of the ₹2,000 crore threshold, illustrative guidance and stronger use of pre filing consultation. The objective should be simple: effective competition enforcement without any unnecessary uncertainty for legitimate M&A.