In fast-moving, innovation-driven markets, a “killer acquisition” is what it sounds like: an established, usually cash-rich incumbent buys a small, innovative rival not to build on it, but to make sure it never becomes a threat.¹ The problem for regulators is structural. Merger-control regimes, India’s included, decide which deals get reviewed mostly by looking at the parties’ turnover or assets. A start-up can be strategically dangerous to an incumbent and still have almost no revenue, so it slips through untouched. That is the jurisdictional gap. There is a second, harder problem sitting behind it: even when a regulator does look at such a deal, the usual “Appreciable Adverse Effect on Competition” test is built for products that already compete in a market — not for something that might have, had it survived.

India’s answer, the Deal Value Threshold introduced in 2023 and operational since 10 September 2024,² goes some way toward closing the jurisdictional gap. It does not close it entirely. The “substantial business operations” test that gates the DVT is broader than most accounts of it suggest — it has three limbs, not two — but it still has edges, and a target can sit just outside all three. The de minimis exemption for small targets is still standing, resting now on a statutory rule rather than a notification that was due to expire. And the CCI’s power to look at a deal after it closes turns out to be real, but considerably narrower than “theoretical” or “open-ended” would suggest — the Supreme Court’s 2026 Amazon ruling set aside a CCI attempt to reopen an already-approved combination, on grounds that included, but were not limited to, a one-year statutory time bar. Throughout, this article tries to keep three things separate that are often blurred: acquisitions a regulator or court has actually found to be anti-competitive, acquisitions that are simply cited as examples of deals that escaped earlier thresholds, and the underlying economic theory of why an incumbent might want to buy and bury a rival at all. Comparative practice — the EU’s now-curtailed Article 22 referral power, the UK’s operational Strategic Market Status regime, the US’s ecosystem-and-nascent-competition guidelines — offers useful, and occasionally cautionary, points of reference for where India might go next.

1. Introduction

“Killer acquisition” has moved from an academic term of art to a live regulatory concern, particularly in the digital and pharmaceutical sectors. It denotes the acquisition of a smaller, innovative competitor by an established incumbent, undertaken principally to shutter or slow the target’s product rather than to develop it — the antitrust equivalent of nipping competition in the bud.

India’s digital economy is projected to grow roughly six-fold by 2030, from around $175 billion to $1 trillion. Before 2023, India’s Competition Act, 2002 relied solely on asset- and turnover-based thresholds to decide which mergers required notification to the CCI. The Competition (Amendment) Act, 2023 introduced a Deal Value Threshold under Section 5, intended to catch large-value acquisitions of low-revenue, high-potential targets that would otherwise fall outside the Act’s radar.² This article examines the theory of harm behind killer acquisitions, evaluates India’s jurisdictional and substantive gaps, reviews the current DVT framework and its limits, and situates India’s approach against the EU, UK, and US regimes — each of which has itself changed materially in recent years.

2. Killer Acquisitions: Theory of Harm and Evidence

Worth saying up front: “killer acquisition” is an economic and policy label, not a term the Competition Act itself uses. Nothing in Section 3 below turns on this framing — the actual jurisdictional thresholds stand on their own — but the economics is what explains why those thresholds exist and where they still fall short. It also matters because intent is genuinely hard to prove in any single case, a point this article comes back to in Section 5.

Worth keeping separate: a transaction being strategically capable of killing a future competitor is not, by itself, enough to make it illegal under Indian law. What the Act actually prohibits is a combination likely to cause an Appreciable Adverse Effect on Competition, under Sections 6 and 20 read with Section 31 — a finding the CCI has to reach on the specific facts, not something that follows automatically from a deal fitting the economic profile Cunningham, Ederer and Ma describe below. The economic theory explains why regulators worry about these deals and where the current thresholds might be under-inclusive; it is not itself the legal test the CCI applies.

The OECD defines a killer acquisition as one where a dominant firm acquires an innovative start-up primarily to eliminate or forestall a competitive or cannibalising threat to its core business, rather than to develop the acquired technology further.³ The distinction that matters for regulators is between a killer acquisition (intended to terminate a specific product or project) and an acquisition to continue (intended to expand the acquirer’s portfolio).

The seminal empirical treatment is Cunningham, Ederer and Ma (2021), who model the incentives facing an incumbent whose product overlaps with an entrepreneur’s project.¹ An incumbent may pursue the “efficiency effect” — acquiring and discontinuing the rival project to preserve its own profits — or the “replacement effect,” where the acquisition is pursued for its incremental value. A killer acquisition is more likely where shutting a project down is worth more to the incumbent than bringing it to market. Using pharmaceutical acquisition data, the authors estimate that roughly 5.3–7.4% of acquisitions in their sample are killer acquisitions, concentrated among targets that overlap with the acquirer’s existing portfolio and where the acquirer enjoys durable market power.

The Indian evidence is illustrative rather than exhaustive. The CCI’s own market study on e-commerce noted concentrated dominance in platform/intermediation services (Flipkart and Amazon in consumer goods, MakeMyTrip in travel accommodation, Zomato and Swiggy in food services); across dozens of acquisitions or investments by these companies over the past decade, only a small minority were formally notified to the CCI.⁴ Deals frequently cited in this context — Zomato’s acquisition of Uber Eats India, Ola Cabs’ acquisition of TaxiForSure, and Myntra’s acquisition of Jabong.com — proceeded without the intensive scrutiny their strategic significance might have warranted, though it should be stressed that not all of these are established “killer acquisitions” in the technical, anti-competitive-intent sense; they are cited here as examples of deals that fell outside the pre-2023 thresholds, not as adjudicated instances of anti-competitive conduct.

These same platform businesses raise related consumer-facing questions once they operate across borders — see Lawvaani’s Consumer Protection in Cross-Border E-Commerce for the jurisdiction and platform-accountability angle.

3. India’s Merger Control Regime: Current Thresholds

This section is a straight description of the law as it stands — the Act and the Rules and Regulations made under it — not economic argument and not a wish list. Save those for Sections 2 and 6.

3.1 Jurisdictional (Section 5) thresholds

The MCA’s notification of 7 March 2024 (S.O. 1130(E), issued under Section 20(3) of the Competition Act, 2002) raised the Section 5 jurisdictional thresholds by 150% over the 2016 figures.⁵ These remain the current thresholds as of this update:

Test	Basis	India-only	Worldwide (incl. India)
Parties (enterprise) test	Assets	> ₹2,500 crore	> US$1.25 billion, incl. ≥ ₹1,250 crore in India
Parties (enterprise) test	Turnover	> ₹7,500 crore	> US$3.75 billion, incl. ≥ ₹3,750 crore in India
Group test	Assets	> ₹10,000 crore	> US$5 billion, incl. ≥ ₹1,250 crore in India
Group test	Turnover	> ₹30,000 crore	> US$15 billion, incl. ≥ ₹3,750 crore in India

3.2 The de minimis exemption for small targets

A transaction is exempt from mandatory notification if the target enterprise alone (not the combined parties) has (a) assets of not more than ₹450 crore in India, or (b) turnover of not more than ₹1,250 crore in India.⁶ Those figures first showed up in the MCA’s 7 March 2024 notification, which by its own terms was good for two years — until 7 March 2026.⁶

That notification wasn’t the last word, though. The Competition (Amendment) Act, 2023 gave the small-target exemption its own statutory home at Section 5(e) of the Competition Act, letting the Central Government fix the exempt value by rule rather than by one-off notification. It used that power in the Competition (Minimum Value of Assets or Turnover) Rules, 2024 (G.S.R. 547(E)), dated 9 September 2024 and effective 10 September 2024 — same ₹450 crore / ₹1,250 crore figures, but this time as a standing rule under Section 5(e), not a time-bound notification — the exemption is now grounded in the Rules themselves.⁷

That’s why the exemption survives past March 2026: not because anyone renewed the original notification, but because a separate, later instrument — the September 2024 Rules — fixes the same numbers with no expiry date attached. Worth confirming against the CCI’s and MCA’s own published notifications before you rely on this in a live deal, though, since the Central Government can still revise these figures by fresh rule under Section 5(e) whenever it wants; the CCI administers the exemption but doesn’t control the number itself.

This exemption is also exactly what has historically let killer acquisitions through the door — a start-up with almost no India revenue or assets sits outside CCI jurisdiction under this test regardless of deal value, unless the deal separately trips the Deal Value Threshold below, which this exemption doesn’t override.

3.3 The Deal Value Threshold (DVT) and the “substantial business operations” test

Section 5(d) of the Competition Act, as amended in 2023, was operationalised through the CCI (Combinations) Regulations, 2024, effective 10 September 2024.⁸ Under the DVT, a transaction requires prior CCI approval — even if it would otherwise qualify for the de minimis exemption — where (i) the value of the transaction (any form of direct, indirect, deferred, or contingent consideration, aggregated across inter-connected transactions) exceeds ₹2,000 crore, and (ii) the target has “substantial business operations in India” (SBO).

A target is deemed to have substantial business operations in India if any of the following is satisfied:

Turnover test: its turnover in India in the financial year preceding the transaction is 10% or more of its total global turnover from all products and services, and exceeds ₹500 crore.
Gross merchandise value (GMV) test: its GMV in India for the twelve months preceding execution of the binding transaction documents is 10% or more of its total global GMV, and exceeds ₹500 crore. GMV means the cash, receivables, or other consideration for, or facilitating, the sale of goods or provision of services by the enterprise, whether on its own account or as an agent.

To avoid ambiguity: the ₹500 crore threshold applies only to the turnover and GMV limbs above. It does not apply to the digital-services user limb below, which is assessed purely on the 10% global-user-share test with no separate rupee floor.

Digital-services user test: for a target providing digital services, the number of its business users or end users in India is 10% or more of its total global user base for that service — without a separate rupee threshold on this limb.

The addition of the GMV limb matters substantively: it captures platform and marketplace businesses that route revenue through intermediaries or generate low booked “turnover” relative to the value of transactions they facilitate — a profile common among precisely the early-stage digital targets that the DVT was designed to catch. Omitting it, as the earlier draft did, understates the DVT’s actual jurisdictional reach for e-commerce and marketplace acquisitions.⁹

This is a genuine break from the pre-2023 position. The WhatsApp/Facebook acquisition (announced at roughly US$19 billion globally) is the standard illustrative example: applying the old asset/turnover-only thresholds counterfactually to a deal of that profile shows that its Indian component would likely have escaped mandatory notification entirely, given WhatsApp’s negligible India revenue and asset base at the time. This is offered as an illustration of the pre-2023 jurisdictional gap in Section 5’s thresholds, not as a finding — by any regulator or court — that the transaction was anti-competitive or that it was in fact reviewable and improperly escaped review; it was never notified to, or examined by, the CCI.¹⁰

4. Cross-Border Comparative Analysis

For a broader look at how India’s approach to cross-border deals fits alongside international cooperation frameworks, see Lawvaani’s International X India: Regulation of Cross-Border Mergers.

4.1 European Union — a corrected picture

Before 2021, the European Commission’s jurisdiction was confined strictly to deals crossing the EUMR’s turnover thresholds. From 2021, the Commission began actively encouraging member states to refer sub-threshold deals to it under Article 22 EUMR, explicitly as a tool to catch “killer acquisitions” — most prominently deployed against Illumina’s acquisition of Grail.¹¹

That approach no longer holds. On 3 September 2024, the CJEU’s Grand Chamber (Joined Cases C-611/22 P and C-625/22 P) annulled the Commission’s acceptance of the Illumina/Grail referrals, holding that Article 22 cannot confer jurisdiction on the Commission where the referring member state itself lacks the power to review the deal under its own national law.¹¹ The Court emphasised legal certainty and held that only the EU legislature — not Commission guidance — can revise the EUMR’s thresholds. The EU’s principal below-threshold tool for killer acquisitions has therefore been substantially curtailed by judicial ruling, not expanded. Ongoing EU-level proposals to legislate a formal deal-value threshold remain proposals, not law, as of this update.

Separately, the EU’s Digital Markets Act (DMA) 2022 designates large platforms as “gatekeepers” under Article 3(1) criteria, and Article 14 DMA requires gatekeepers to inform the Commission of any intended concentration involving another provider of core platform or digital-sector services — a notification obligation distinct from, and additional to, EUMR merger control.¹²

4.2 United Kingdom — regime in force

The Digital Markets, Competition and Consumers Act 2024 received Royal Assent on 24 May 2024; its digital markets provisions, including the Strategic Market Status (SMS) regime, came into force on 1 January 2025.¹³ Under this regime, the CMA can designate large firms as having SMS; SMS firms face a mandatory merger-reporting regime distinct from ordinary UK merger control, requiring notification of acquisitions of at least 15% of a UK-nexus target for consideration of £25 million or more. The CMA opened its first SMS investigation, into Google (general search and search advertising), in January 2025.

Alongside this, ordinary UK merger control retains the share-of-supply test (a 25% share of UK supply, created or enhanced by the merger, with no minimum turnover requirement) — historically the CMA’s most useful tool against sub-threshold acquisitions, deployed in Amazon/The Book Depository, Facebook/Instagram, Google/Waze, and Priceline/Kayak. The 2024 Act added a further 33% share-of-supply / £350 million UK turnover test aimed at catching vertical and conglomerate deals with a UK nexus that the 25% test missed.¹⁴

4.3 United States

Merger control rests on Section 7 of the Clayton Act and the Hart-Scott-Rodino (HSR) Act’s mandatory pre-merger notification thresholds, enforced by the FTC and DOJ. Notification thresholds notwithstanding, the agencies retain the power to investigate and challenge deals that fall outside HSR filing requirements or have already closed.

The 2023 Merger Guidelines, finalised in December 2023, explicitly embed a nascent-competition and “ecosystem competition” theory of harm. Despite the change in administration, FTC Chair Andrew Ferguson and Acting Assistant Attorney General Omeed Assefi each confirmed on 18 February 2025 that the 2023 Guidelines remain the operative framework, citing the value of cross-administration stability in merger review. As of this update, no formal revision has been announced, though Chair Ferguson has indicated the Guidelines are not immune from future, carefully considered revision; readers should check the FTC’s and DOJ’s current published guidance directly.¹⁵ The Platform Competition and Opportunity Act (PCOA), which would have created a rebuttable presumption of illegality for acquisitions by named “covered platforms,” was introduced in the 117th Congress (2021–2022) and never passed; it has not advanced with any momentum since and should be treated as a lapsed legislative proposal rather than a live constraint.

5. Critical Analysis of the DVT’s Efficacy

The DVT expands the CCI’s jurisdictional reach, but several structural limitations persist:

Notifications, not necessarily enforcement. International experience with deal-value thresholds is mixed. Germany and Austria have operated transaction-value thresholds for several years with only a limited increase in adjudicated cases attributable solely to the value threshold. A DVT alone guarantees more notifications, not necessarily more enforcement outcomes.
SBO remains a real filter, even with three limbs. A foreign start-up acquisition with minimal India nexus can clear the ₹2,000 crore value threshold and still escape DVT notification if it fails all three SBO limbs — a profile common among early-stage global technology acquisitions with limited current India user or revenue base, however strategically significant that base may become.
The de minimis exemption persists alongside the DVT, not in place of it. A deal that fails the DVT’s value or SBO tests can still separately qualify for the de minimis carve-out described in Section 3.2.
Stake-building and gradual acquisition. Incremental share purchases can allow an acquirer to approach effective control thresholds gradually; the CCI’s Combinations Regulations, 2024 and its FAQs on “control” have narrowed — though not eliminated — this route by expanding the definition of control to “material influence” and by tightening the incremental-acquisition exemption.
The DVT’s transitional cut-off. Deals consummated before the DVT’s operative date (10 September 2024) remain outside its reach entirely.

The gaps discussed above, laid out side by side:

Issue	What the DVT solves	Remaining gap
Low-revenue target, high deal value	Caught once value exceeds ₹2,000 crore and SBO is met	Target must still clear one of the three SBO limbs
Digital platforms / marketplaces	GMV and user limbs bring in platform-style targets	A very small India footprint can still fall outside all three limbs
Small targets generally	DVT can override the de minimis exemption where it applies	De minimis still fully applies to deals the DVT doesn’t reach
Post-closing review	Amazon confirms genuine gun-jumping stays punishable	No open-ended power to reopen an approved combination on the merits

What Amazon Actually Decided — and What It Did Not Decide

This case gets summarised online in one line — “CCI has one year to review a merger” — far more often than it actually gets read. The real judgment, Amazon.com NV Investment Holdings LLC v Competition Commission of India, 2026 INSC 576 (27 May 2026, Nath and Mehta, JJ.), rests on several separate issues stacked on top of each other. Worth pulling them apart, because collapsing them into one line is exactly how the wrong takeaway spreads.

Background: in 2019, Amazon sought CCI approval to acquire a 49% stake in Future Coupons Private Limited, and the CCI approved the combination that year. By its order of 17 December 2021, the CCI held that Amazon’s disclosure had been inadequate, kept its own 2019 approval “in abeyance,” directed a fresh notice, and imposed penalties under Sections 43A, 44 and 45 — a Section 43A penalty of roughly ₹202 crore, plus ₹1 crore each (the statutory maximum) under Sections 44 and 45. The NCLAT, on 13 June 2022, upheld the Section 43A penalty in full and reduced the Section 44/45 penalties to ₹50 lakh each.¹⁶

Reopening an approved combination: the Supreme Court held that the Act gives the CCI no power to revoke, suspend, or keep in abeyance a combination it has already approved, and no power to compel a fresh notification of that combination. The Court rejected the CCI’s two arguments for such a power — that the power to approve implicitly includes a power to revoke, and that Section 45(2)’s residuary power to “pass such other order as it deems fit” covers this — holding that a statutory authority cannot confer upon itself a power Parliament did not grant.¹⁶
The one-year limitation in Section 20(1): separately and independently of point 1, the Court held that the one-year proviso to Section 20(1) constrains the CCI’s authority to revisit an approved combination’s merits after that period has elapsed. This limitation point and the “no power to reopen” point in (1) are two distinct routes to the same result, not one holding. This point should not be over-read: it concerns the CCI’s power to reopen a combination’s competitive-effects merits after one year. It does not mean every proceeding under Sections 44 or 45 brought more than a year after a combination takes effect is automatically barred — those sections operate independently, on their own statutory ingredients, as point 4 below explains.
Section 43A (failure to notify): on the specific facts, the Court found that Amazon’s original notice had disclosed the transaction’s structure and its links to Future Retail Limited, and that the CCI had not shown with sufficient particularity how Amazon’s disclosure fell short of what Section 43A requires. The ₹202 crore Section 43A penalty was set aside on this fact-specific basis, together with a finding of procedural unfairness in how the CCI conducted the penalty proceedings. This is not a general ruling that Section 43A cannot reach non-disclosure — it is a ruling that the CCI did not make out its case on these particular facts, with adequate particularity or a fair hearing.¹⁶
Sections 44 and 45 (false statements / omissions): contrary to some early secondary commentary, the Supreme Court did not leave the NCLAT’s reduced ₹50-lakh-each penalties under Sections 44 and 45 standing. The Court set these aside too, again because the CCI had not specified with sufficient precision how the statutory ingredients of Sections 44 and 45 were satisfied on Amazon’s facts, and because of the same natural-justice concerns identified for Section 43A. That is a fact-specific outcome, not a ruling that Sections 44 and 45 fall away after a year — the Court set the penalties aside because the CCI’s case on the facts did not hold up, not because the provisions themselves had expired. The Court ordered a full refund of any amount deposited or recovered, with 6% interest (rising to 9% if delayed).¹⁶
Effect on future combinations: the judgment does not disable the CCI’s gun-jumping or misstatement powers generally. What it requires going forward is that any penalty under Sections 43A, 44 or 45 rest on a particularised finding tying the specific facts to each provision’s statutory ingredients, following a fair procedure that gives the party a genuine opportunity to respond — and that the CCI use the routes Parliament has actually given it (a fresh combination inquiry within the Section 20(1) window, or a properly particularised penalty proceeding) rather than an unlegislated power to hold an approval in abeyance indefinitely.

Practical implication for transaction lawyers: don’t treat the one-year mark as a hard deadline after which every risk disappears. A combination approval becomes very hard for the CCI to reopen on the merits after one year, but a genuine, well-particularised failure to disclose, or a genuine misstatement, can still be pursued under Sections 43A, 44 or 45 well beyond that point. Build your disclosure file at signing as if it will be scrutinised years later — because, on this judgment, it still can be.

IBC Transactions and CCI Approval

In Independent Sugar Corporation Ltd. v Girish Sriram Juneja (29 January 2025), a 2:1 majority of the Supreme Court held that CCI approval of a combination proposed in an insolvency resolution plan must be obtained before, not after, the Committee of Creditors approves the plan, setting aside NCLAT and NCLT approvals granted in the other sequence.¹⁷

Parliament has since revised that sequencing. The Insolvency and Bankruptcy Code (Amendment) Act, 2026 — passed by the Lok Sabha on 30 March 2026, by the Rajya Sabha on 1 April 2026, and given Presidential assent on 6 April 2026 — substitutes the proviso to Section 31(4) of the IBC to require CCI approval before the resolution plan is submitted to the Adjudicating Authority (the NCLT) under Section 30(6), rather than before CoC approval. Not every provision of a Parliamentary Act commences the moment it receives assent — different parts of an amending Act are routinely brought into force by separate commencement notifications, and this provision is no exception, so the operative date for this specific amendment should be checked against the relevant commencement notification rather than assumed from the assent date alone.¹⁸ In practical terms, a resolution applicant can now secure CoC approval first and obtain CCI clearance afterward, provided that clearance is in hand before the plan reaches the NCLT for sanction — restoring the sequencing flexibility that Independent Sugar had removed.

Read together with the Amazon ruling, these two developments illustrate the same institutional pattern at opposite ends of a transaction’s life: the Supreme Court enforces the CCI’s statutory limits strictly, and it is Parliament — not the CCI itself — that recalibrates the balance where a strict reading proves impractical.

Institutional capacity is a real constraint, and this can now be grounded in the CCI’s own published numbers rather than a secondary estimate. The CCI’s Annual Report 2023–24 records 112 combination notices that year (105 under Form-I, including Green Channel, and 7 under Form-II), with 19 notices still pending assessment as at 31 March 2024.¹⁹
A more recent secondary estimate puts the FY2025 figure at around 132 combinations cleared, with only about 15% going through the Green Channel — a lower share than in earlier years, which, if accurate, would suggest closer rather than lighter scrutiny of the average deal.²⁰ Readers relying on precise current figures for transactional planning should confirm them against the CCI’s latest annual report rather than this article.
Either way, the underlying point is structural. A caseload of this size, reviewed against compressed statutory deadlines, leaves comparatively little room for fact-intensive, counterfactual innovation-economics analysis. The increasing complexity of digital-market transactions places additional analytical demands on the Commission, making specialised institutional capacity — of the kind the CCI’s Digital Markets & Data Unit is intended to provide — increasingly important.
Proving anti-innovation intent is inherently hard. Distinguishing a killer acquisition from a legitimate efficiency-driven purchase requires assessing counterfactual innovation that never happened — a standard even mature regulators have struggled to operationalise.

6. Recommendations

The proposals below are policy options for legislative or regulatory consideration. They are not statements of existing Indian law, and none of them should be read back into the description of current law in Sections 3–5 above.

Consider legislating an express, bounded ex-post review power, rather than relying on the CCI to read one into the Act. The 2026 Amazon ruling’s clearest institutional lesson is that the Act does not currently give the CCI a power to hold an approval in abeyance or demand re-filing outside the routes Parliament actually created. If policymakers think a longer or more flexible post-closing review window is needed for innovation-economics harms that surface only after a product is shut down, that window should be legislated expressly — for a defined class of high-risk digital and pharmaceutical acquisitions, for example, on the Canadian one-year post-closing model or the UK’s proactive CMA practice — rather than assembled indirectly out of the CCI’s existing penal and inquiry powers.
Recalibrate the substantive standard for nascent-market mergers. Consider a “balance of harms” framework, drawing on the UK’s Furman Review, rather than a strict “balance of probabilities” AAEC standard that is difficult to satisfy where the harm is speculative future competition.
Consider, cautiously, a rebuttable presumption for high-risk acquirers — subject to the legal groundwork this would require. One option raised in comparative discussion is that, where an acquirer already holds significant market power in an adjacent or overlapping segment, it could bear the burden of demonstrating the pro-competitive rationale for acquiring a nascent rival, rather than leaving the CCI to prove harm from a product that does not yet exist in the market. This would be a significant departure from the existing “balance of probabilities” AAEC framework under Sections 6 and 20, and should not be treated as a settled recommendation without first addressing: which provision of the Act would need amendment to create the presumption; how it would sit alongside the existing AAEC standard rather than displace it; what evidentiary trigger (for example, a market-share or concentration threshold) would activate the presumption; how the acquirer could rebut it; and whether a reversed burden of this kind is consistent with Indian administrative-law principles governing proportionality and the right to be heard. Absent that groundwork, this remains a discussion point for policy debate rather than a drafting-ready proposal.
Publicise and monitor the GMV limb’s real-world effect. Because the GMV test is the newest and least-tested of the three SBO limbs, the CCI’s Digital Markets & Data Unit should track and publish how often it — as distinct from the turnover or user-count limbs — is the operative basis for a DVT notification, to inform any future recalibration.
Resource the Digital Markets & Data Unit commensurate with the analytical demands of algorithmic and platform-competition review — a recurring theme across every comparative jurisdiction surveyed above.
Monitor, rather than replicate, the EU’s Article 22 experience. The CJEU’s Illumina/Grail ruling is a warning sign for any regulator tempted by a discretionary “call-in” power built on guidance rather than legislation. India’s DVT and de minimis exemption both rest on statute or statutory rules, which puts them on firmer ground — but any further expansion of the CCI’s reach should keep coming through Parliament, not through administrative guidance.

For Transaction Lawyers: A Pre-Signing Checklist

This checklist deliberately stays narrow to merger-control filing questions. For the wider due-diligence exercise it sits inside, see Lawvaani’s The Evolution of Due Diligence in Indian Mergers & Acquisitions, by Harsh Raj.

The following sequence reflects the structure of the analysis above and is offered as a practical starting point, not a substitute for a full legal opinion on a specific transaction:

Calculate the transaction value — aggregating direct, indirect, deferred, and contingent consideration, and combining values across inter-connected transactions.
Identify the target’s India turnover for the preceding financial year, and its global turnover from all products and services.
Calculate the target’s India GMV and global GMV for the twelve months preceding execution of the binding transaction documents, where the target’s business generates GMV.
Determine the target’s India and global digital-service user counts, where the target provides a digital service.
Test the ordinary Section 5(a)–(d) asset/turnover thresholds at both the parties and group level.
Separately test the Section 5(e) de minimis exemption against the target-alone asset and turnover figures.
Independently test the Deal Value Threshold: is transaction value > ₹2,000 crore, and does the target have substantial business operations in India under any one of the turnover, GMV, or digital-user limbs?
Remember that a transaction meeting the DVT and SBO tests requires notification even if it would otherwise qualify for the de minimis exemption — the DVT overrides the de minimis carve-out, not the reverse.
Check whether the transaction is one of a series of inter-connected transactions that must be aggregated for value and threshold purposes.
Examine whether the transaction involves an acquisition of “control” or “material influence” under the Combinations Regulations, 2024, including through incremental stake-building.
If the transaction predates 10 September 2024, confirm separately whether the DVT applies at all, given its prospective operative date.
Reach a documented, reasoned conclusion on whether a CCI filing (Form-I or Form-II) is required, and retain the underlying calculations.

7. Summary

Killer acquisitions work because merger-control regimes screen deals by size, not by how much they matter strategically. Until 2023, India’s regime relied entirely on asset and turnover thresholds, which left an obvious hole: buy a threatening rival while it’s still small, and no one at the CCI ever sees the filing. The 2023 amendment and its September 2024 rollout through the Deal Value Threshold close a good part of that hole. A high-value acquisition of a low-revenue Indian target can now be caught regardless of the de minimis exemption, and because the SBO test actually has three limbs — turnover, GMV, and digital users — it reaches further than the more common two-limb description suggests.

It is not a complete fix, though. The de minimis exemption is still there, and on a firmer footing than a reader might assume — it now rests on the 2024 Rules, not the notification that was set to lapse — so it will keep shielding small-asset, small-turnover targets until the Central Government decides otherwise. The CCI’s power to look at a deal after it closes turns out to be real but tightly bounded: the Supreme Court’s 2026 Amazon ruling shows the Court reading that power narrowly on several grounds at once — a factual finding that Amazon’s disclosure was adequate, a holding that the Act gives the CCI no power to hold an approval “in abeyance” in the first place, and, separately, a one-year limit on reopening a combination’s merits. The Independent Sugar Corporation ruling, and Parliament’s quick legislative response to it, tell a similar story at the other end of a deal’s life — the Supreme Court reads the CCI’s statutory role strictly, and it’s Parliament, not the Commission, that adjusts the dial when a strict reading turns out to be impractical. None of the other jurisdictions surveyed here offer a template to simply copy. The EU’s own top court has just told the European Commission that its favourite below-threshold tool lacked legal certainty; the UK’s share-of-supply test and Strategic Market Status regime show what an actually proactive posture costs in compliance terms; and the US offers one observation worth noting, more pattern than legal rule: a change of enforcement philosophy, once written into guidelines, has so far outlasted a change of administration. For India, probably the more durable path is incremental and statutory — watching how much work the GMV limb actually does in practice and building out the CCI’s capacity — rather than either giving up on the DVT or importing someone else’s mechanism wholesale.

8. Frequently Asked Questions

Q1. What exactly is a “killer acquisition”? It is the acquisition of a smaller, innovative, usually early-stage competitor by an established incumbent, undertaken primarily to eliminate or slow the target’s product rather than to bring it to market — distinguishing it from an ordinary “acquisition to continue” made to expand the acquirer’s own portfolio.

Q2. Why do killer acquisitions often escape merger review? Most merger-control regimes, including India’s until 2023, trigger mandatory notification based on the parties’ turnover or asset size. Early-stage start-ups frequently have negligible revenue or assets despite high strategic value, so acquisitions of them fall below the notification threshold even when the deal value itself is substantial.

Q3. What is India’s Deal Value Threshold (DVT) and when did it take effect? Introduced by the Competition (Amendment) Act, 2023 and operationalised through the CCI (Combinations) Regulations, 2024 with effect from 10 September 2024, the DVT requires CCI notification for any transaction valued above ₹2,000 crore where the target has “substantial business operations in India” — even if the deal would otherwise qualify for the de minimis exemption.

Q4. Is the ₹450 crore / ₹1,250 crore de minimis exemption still current law as of September 2026? Yes — but for a more precise reason than simply pointing to the March 2024 notification, which by its own terms expired on 7 March 2026. The same figures were independently codified as a standing rule (not a time-bound notification) by the Competition (Minimum Value of Assets or Turnover) Rules, 2024, made under the new Section 5(e) of the Act and effective 10 September 2024. It is this later, statute-backed rule — not the March 2024 notification — that keeps the exemption current. Always confirm against the CCI’s and MCA’s published notifications before relying on it in a live transaction.

Q5. What is the full “substantial business operations in India” (SBO) test? A target has SBO in India if it meets any one of three tests: (i) India turnover ≥10% of global turnover and >₹500 crore; (ii) India gross merchandise value (GMV) ≥10% of global GMV and >₹500 crore; or (iii) for digital services, India business or end users ≥10% of the target’s global user base for that service.

Q6. Can the CCI review a deal after it has already closed? Only within real limits, and the leading case here is more nuanced than a one-line summary suggests. In Amazon.com NV Investment Holdings LLC v CCI, 2026 INSC 576 (27 May 2026), the Supreme Court set aside a CCI order that had kept Amazon’s already-approved 2019 investment in Future Coupons “in abeyance,” demanded a fresh filing, and imposed a ₹202-crore penalty under Sections 43A, 44 and 45. The Court allowed Amazon’s appeal on three independent grounds: Amazon’s original filing had, on the facts, adequately disclosed the deal’s structure, so Section 43A was never actually triggered; the Act gives the CCI no power to place an approval “in abeyance” or demand re-filing in the first place; and, independently, the one-year limitation in the proviso to Section 20(1) bars the CCI from revisiting an approved combination’s merits after that window closes. None of this disturbs the CCI’s power to penalise a genuine failure to notify on its own facts — it simply confirms that the CCI cannot use that power to indefinitely reopen a deal it has already cleared.

Q7. Did the EU expand or restrict its power to review below-threshold “killer” mergers? It restricted it. From 2021 the European Commission actively encouraged member states to refer sub-threshold deals to it under Article 22 EUMR, most notably in Illumina/Grail. On 3 September 2024, the CJEU’s Grand Chamber annulled this approach, ruling that Article 22 cannot confer jurisdiction on the Commission where the referring state itself lacks jurisdiction under its own national law.

Q8. Is the UK’s approach to nascent-competitor acquisitions still just a proposed Bill? No — the Digital Markets, Competition and Consumers Act 2024 received Royal Assent on 24 May 2024, and its digital markets provisions (including the Strategic Market Status regime) came into force on 1 January 2025. The CMA opened its first SMS investigation, into Google, in January 2025.

Q9. Are the 2023 FTC/DOJ Merger Guidelines still in force? Yes, as of this update. Despite the change in US administration, FTC Chair Andrew Ferguson and Acting Assistant Attorney General Omeed Assefi each confirmed on 18 February 2025 that the 2023 Merger Guidelines — which explicitly address nascent-competition and “ecosystem” theories of harm — remain the operative enforcement framework. No formal revision has been announced since; readers should check the FTC’s and DOJ’s current published guidance for the latest position.

Sources and Further Reading

Cunningham, C., Ederer, F., and Ma, S., “Killer Acquisitions,” Journal of Political Economy, Vol. 129, No. 3 (2021).
Competition Act, 2002 (India), as amended by the Competition (Amendment) Act, 2023.
OECD, Secretariat Note on Start-ups, Killer Acquisitions and Merger Control.
Competition Commission of India, Market Study on the E-Commerce Sector in India (January 2020).
Ministry of Corporate Affairs, Notification S.O. 1130(E), 7 March 2024 (Section 5 jurisdictional thresholds), issued under Section 20(3) of the Competition Act, 2002.
Ministry of Corporate Affairs, Notification S.O. 1131(E), 7 March 2024 (de minimis exemption — original two-year notification).
Competition (Minimum Value of Assets or Turnover) Rules, 2024, notified by the Central Government under Section 5(e) read with Section 63(2)(a) of the Competition Act, 2002, effective 10 September 2024. Notified together with the Competition (Criteria for Exemption of Combinations) Rules, 2024 and the Competition (Criteria for Combination) Rules, 2024 (Green Channel Rules) as part of the same 9 September 2024 notification package. See Competition Commission of India, Fair Play (Quarterly Newsletter), Vol. 50 (July–September 2024), available at cci.gov.in.
Competition Commission of India (Combinations) Regulations, 2024, effective 10 September 2024; Competition Commission of India, Fair Play, Vol. 50 (July–September 2024), “Deal Value Thresholds” and “Know Your Competition Law: Deal Value Threshold Criteria for Merger Review,” available at cci.gov.in (primary CCI source for the three SBO limbs and the ₹500 crore threshold’s inapplicability to the digital-user limb).
Morgan Lewis, “Competition Commission of India Provides Updated Deal Value Threshold” (19 September 2024); Lexology, “New Era for Indian Merger Control Begins on 10 September 2024” (September 2024) — secondary commentary cited for the practical significance of the GMV limb; verify against the primary CCI source at note 8 above.
Facebook, Inc., press release announcing the proposed acquisition of WhatsApp Inc. (19 February 2014, value approximately US$19 billion); widely reported contemporaneously, including by Reuters and the Financial Times, as the leading example of a high-value technology acquisition with negligible target revenue.
CJEU, Joined Cases C-611/22 P and C-625/22 P, Illumina Inc. and Grail LLC v European Commission, judgment of 3 September 2024; Regulation (EC) No 139/2004 (EU Merger Regulation), Article 22; European Commission, Statement 24/4525 (3 September 2024).
Regulation (EU) 2022/1925 (Digital Markets Act), Articles 3 and 14.
Digital Markets, Competition and Consumers Act 2024 (UK), c. 13; UK Competition and Markets Authority, Strategic Market Status investigation notices (from January 2025).
Enterprise Act 2002 (UK), Section 23 (share-of-supply test); Digital Markets, Competition and Consumers Act 2024 (UK), Schedule 21 (additional 33% share-of-supply / £350 million UK-turnover test).
U.S. Federal Trade Commission, “FTC Chairman Andrew N. Ferguson Announces that the FTC and DOJ’s Joint 2023 Merger Guidelines Are in Effect” (press release, 18 February 2025); U.S. Department of Justice and Federal Trade Commission, 2023 Merger Guidelines (December 2023); Clayton Act, Section 7; Hart-Scott-Rodino Antitrust Improvements Act of 1976 (US).
Supreme Court of India, Amazon.com NV Investment Holdings LLC v Competition Commission of India, 2026 INSC 576, judgment of 27 May 2026 (Nath and Mehta, JJ.), arising from the Competition Commission of India’s order dated 17 December 2021 and the National Company Law Appellate Tribunal’s judgment dated 13 June 2022 in the Amazon–Future Coupons combination.
Supreme Court of India, Independent Sugar Corporation Ltd. v Girish Sriram Juneja & Ors., judgment of 29 January 2025.
Insolvency and Bankruptcy Code (Amendment) Act, 2026, amending the proviso to Section 31(4) of the Insolvency and Bankruptcy Code, 2016.
Competition Commission of India, Annual Report 2023–24 (combination-filing statistics), available at cci.gov.in.
iPleaders, “CCI Merger Control in India (2026): Deal Value Threshold, Green Channel and Combination Approval” (secondary source, cited for the FY2025 combination-clearance estimate; readers should verify current figures against the CCI’s own annual report).

Further background reading (not individually pinned to a footnote above):

Parliamentary Standing Committee on Finance, Fifty-Third Report, “Anti-Competitive Practices by Big Tech Companies.”
Competition Law Review Committee (India), Report (26 July 2019).

Killer Acquisitions Below Merger-Notification Thresholds: Closing India’s Regulatory Gap

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