CCCPL logoCentre for Competition and
Consumer Protection Law
Submit an Entry
← All Entries

Competition Law Encyclopedia

Gun Jumping

Shruti Aji Murali

Contributor

Shruti Aji Murali

Knowledge Management Lead · Axiom5 Law Chambers LLP

By Shruti Aji Murali

  1. Definition

Gun jumping is the premature implementation of a notifiable combination, in whole or in part, prior to receiving the approval of the Competition Commission of India (CCI).

The Competition Act, 2002 (Act) imposes two obligations on parties to any combination meeting the thresholds in Section 5: (a) they must notify the CCI in the prescribed format (Notification Obligation);1 and (b) they must not give effect to the combination, in whole or in part, until the CCI grants approval or the statutory review periods2 lapse, whichever is earlier (Standstill Obligation).3 The CCI can penalise breaches of either obligation under Section 43A, by imposing penalties that can extend up to 1% of the combination's assets, turnover or value of transaction, whichever is higher.4

  1. Types of gun jumping

Conceptually, gun jumping is a regulatory infraction, not a substantive competition wrong. Section 43A imposes a civil liability for breach of statutory obligation; mens rea is not required, and absence of appreciable adverse effect on competition (AAEC) is not a defence.5

However, gun jumping can broadly occur in two forms:

  1. Procedural gun jumping is the failure to notify the CCI and closing the transaction before or without the receipt of CCI approval. This is a procedural default.

  2. Substantive gun jumping refers to pre-closing conduct that “gives effect to” parts or the entirety of the combination in substance. This could include taking steps towards integration, exchange of commercially sensitive information (CSI) without clean-team protocols, joint pricing or customer allocation, or the exercise of veto rights. Substantive gun jumping is now expressly captured by Sections 6(2A) and 43A following the Competition (Amendment) Act, 2023.

  1. Commentary

  1. Ingredients of gun jumping

Under the Act, parties can be held liable for gun jumping, if the following conditions are met:

  1. The parties have entered into a transaction that is a notifiable combination. Only transactions that cross the jurisdictional thresholds specified in Section 5 of the Act, i.e. the asset or turnover thresholds,6 or the deal value threshold7 coupled with substantial business operations in India. Transactions that meet the jurisdictional thresholds are referred to as “combinations”.

  2. The parties breach either:

    1. the Notification Obligation - Either no notice is filed, or the notice does not present the combination as a composite whole.8 The Notification Obligation must be complied with in substance – merely characterising transactions as independent or exempt in a notice cannot be considered a failure to file, as long as parties disclose all relevant transactions with supporting documentation.9

    2. the Standstill Obligation – Parties have given effect to (or consummated) the combination, either entirely or partially, before receiving CCI approval or the lapse of the 150-day review period. Whether a step amounts to consummation turns on whether control has, in substance, passed to the acquirer. The CCI's Combinations FAQs confirm that control is assessed in substance. As such, a part-payment,10 a corporate guarantee,11 board nominations,12 or the exchange of commercially sensitive information13 can amount to consummation even where a transaction is not yet formally closed.

  1. Nature and quantum of penalty

As noted above, Section 43A imposes a civil liability for breach of statutory obligation; mens rea is not required, and absence of AAEC is not a defence.14

The CCI is empowered to impose a penalty extending up to 1% of the total turnover or combined value of assets of the combination or the value of the transaction, whichever is higher. However, the CCI has never levied the maximum permissible level of penalty in any case so far.

Typically, the CCI computes penalties based on financial statements from the financial year immediately preceding the year in which the transaction agreements were executed.

  1. Comparative perspective

Gun jumping enforcement varies based on the nature of the merger control framework. While India’s merger control framework is mandatory and suspensory, other jurisdictions such as Singapore and the UK have voluntary notification frameworks. The policy choice between voluntary and mandatory notification shapes gun-jumping enforcement across jurisdictions.

  1. Other mandatory notification jurisdictions. Merger control frameworks in the European Union and Germany are mandatory and suspensory, as in India. As such, parties are strictly prohibited from implementing any part of a notifiable transaction before receiving formal clearance from the European Commission or the German Federal Cartel Office. Gun jumping in these jurisdictions is viewed as a procedural and substantive violation because it undermines the regulator's ability to assess market impact ex-ante. Authorities actively prosecute both the failure to notify and premature implementation – a recent example includes the record-breaking fine in the Illumina / Grail case.36 The statutory cap for gun jumping penalties in the EU and Germany is up to 10% of an undertaking's global turnover, which is 10 times higher than in under the Act.

  2. Voluntary notification frameworks.

  1. Singapore. Section 54 of the Competition Act 2004 prohibits anti-competitive mergers, but the merger control framework does not mandate notification and there is no statutory standstill.37 As such, unlike in India, parties do not face any gun jumping risk. However, to ensure that the Singapore competition authority is able to review non-notified transactions for substantial competition risks, it has the authority to issue interim hold-separate orders, directing parties to halt integration pending its review.38 This ensures that it is able to effectively conduct its review and impose remedies if required, to address competition concerns, without having to “unscramble” a completed transaction.

  2. United Kingdom. Similarly, the Competition and Markets Authority in the UK is empowered to issue Initial Enforcement Orders (IEOs),39 when it exercises its jurisdiction to investigate non-notified mergers. In this framework, the IEO effectively replaces the statutory standstill obligation in mandatory, suspensory merger control regimes. The CMA’s largest ever penalty for the breach of an IEO was GBP 50.5 million in Facebook / GIPHY (2020).40

  1. Section 6(2) of the Act.↩︎

  2. The CCI must form a prima facie opinion under Section 29(1A) within 30 calendar days of notification (Phase I); failing that, deemed approval follows on the expiry of the overall 150-day review period under Sections 31(11) and 31(12) of the Act.↩︎

  3. Section 6(2A) of the Act.↩︎

  4. As per the amendments to Section 43A of the Act, with effect from 10 September 2024.↩︎

  5. Paragraphs 21–28, Competition Commission of India v Thomas Cook (India) Ltd, Supreme Court of India, 17 April 2018, (2018) 6 SCC 549.↩︎

  6. Section 5(a), (b) or (c) of the Act.↩︎

  7. Section 5(d) of the Act.↩︎

  8. As per Regulation 9(4) of the CCI (Combinations) Regulations, 2024 (Combination Regulations), a single notice must be filed for all inter-connected steps of a transaction, even if only one inter-connected step is notifiable. The CCI’s Combination FAQs set out five factors for inter-connection: meeting of minds; commonality of business and parties; simultaneous negotiation, execution and consummation; common board approvals or press releases; and commercial feasibility of isolating the transactions.

    Further, Regulation 9(5) of the Combination Regulations allows the CCI to consider the substance of the transaction when evaluating its notifiability, and disregard any structuring to avoid notification.↩︎

  9. Amazon v. CCI, Civil Appeal No. 4974 of 2022, judgment of the Supreme Court dated 27 May 2026 (Amazon v. CCI).↩︎

  10. Hindustan Colas Private Limited (C-2015/08/299), Chhatwal Group Trust / Shrem Group (C- 2018/01/545).↩︎

  11. Ultratech/Jaypee (C-2015/02/246).↩︎

  12. Bharti Airtel/Tata (C-2017/10/53), Piramal / Shriram Transport Finance (C-2015/02/249)↩︎

  13.  Adani Green Energy Limited (C-2021/05/837).↩︎

  14. Paragraphs 21–28, Competition Commission of India v Thomas Cook (India) Ltd, Supreme Court of India, 17 April 2018, (2018) 6 SCC 549.↩︎

  15. The Indian merger control regime came into effect on 1 June 2011.↩︎

  16. CCI, Orders under Sections 43A and 44, <https://www.cci.gov.in/combination/orders-section43a_44>.↩︎

  17. Based on Section 5(e) of the Act, read with the Competition (Minimum Value of Assets or Turnover) Rules, 2024, any transaction where the target enterprise (or target business) has assets of less than INR 450 crores or turnover of less than INR 1250 crores in India, in the previous financial year does not qualify as a combination within the meaning of Sections 5(a), (b) and (c) of the Act (Small Target Exemption). Notably, the Small Target Exemption does not apply to the deal value threshold under Section 5(d).↩︎

  18. Re: Cummins Inc / Meritor Inc, Competition Commission of India, 11 August 2023 (C-2022/11/981) — penalty of INR 10 lakh.↩︎

  19. Re: Axis Bank Ltd / CSC e-Governance Services India Ltd, Competition Commission of India, 9 August 2023 — penalty of INR 40 lakh.↩︎

  20. Re: Massachusetts Mutual Life Insurance Co / Invesco Ltd, Competition Commission of India, 7 August 2023 (M&A-2021/01/810) — penalty of INR 5 lakh.↩︎

  21. Re: Goldman Sachs (India) AIF Scheme-1 / Biocon Biologics Ltd, Competition Commission of India, 14 January 2025 (M&A/10/2020/01/CD) — penalty of INR 40 lakh.↩︎

  22. Re: NTPC Ltd / Ratnagiri Gas & Power Pvt Ltd, Competition Commission of India, 22 August 2023 (M&A/01/2021/03/CD) — penalty of INR 40 lakh.↩︎

  23. Re: Bank of Baroda / IndiaFirst Life Insurance Co, Competition Commission of India, 20 June 2023 — penalty of INR 5 lakh.↩︎

  24. Re: CA Plume Investments / Bequest Inc / Quest Global Services Pte Ltd, Competition Commission of India, 26 June 2025 (C-2023/10/1066) — penalty of INR 4 lakh.↩︎

  25. Re: India Excellence Fund-IV / VVDN Technologies Pvt Ltd, Competition Commission of India, 16 August 2024 (C-2023/04/1021) — penalty of INR 1 crore.↩︎

  26. Re: Platinum Jasmine A 2018 Trust / TPG Upswing / UPL, Competition Commission of India, 18 August 2023 (C-2022/12/995) — penalty INR of 5 lakh under Section 43A and INR 50 lakh under Section 44.↩︎

  27. Re: CA Plume Investments / Bequest Inc / Quest Global Services Pte Ltd, Competition Commission of India, 26 June 2025 (C-2023/10/1066) — penalty of INR 4 lakh↩︎

  28. Re: CA Plume Investments / Bequest Inc / Quest Global Services Pte Ltd, Competition Commission of India, 26 June 2025 (C-2023/10/1066) — penalty of INR 4 lakh.↩︎

  29. Re: Piramal Enterprises Ltd / Shriram Transport Finance Co, Competition Commission of India, 2 May 2016 (C-2015/02/249) — penalty of INR 5 crore.↩︎

  30. Re: General Electric Co / GE Industrial France SAS / GE Capital, Competition Commission of India, 16 February 2016 (C-2015/01/241) — penalty of INR 5 crore.↩︎

  31. Re: Torrent Power Limited / Dadra and Nagar Haveli and Daman and Diu power Distribution Corporation Limited, Competition Commission of India, 14 January 2025 (M&A/03/2022/02/CD) – no penalty imposed.↩︎

  32. Re: Amazon.com NV Investment Holdings LLC / Future Coupons Pvt Ltd, Competition Commission of India, 17 December 2021 (C-2019/09/688) — penalty of INR 202 crore; set aside by the Supreme Court in Amazon v. CCI.↩︎

  33. Competition Commission of India v Thomas Cook (India) Ltd, Supreme Court of India, 17 April 2018, (2018) 6 SCC 549.↩︎

  34. Paragraphs 25–31, SCM Soilfert Ltd v CCI, Supreme Court of India, 17 April 2018.↩︎

  35. Amazon v. CCI.↩︎

  36. The European Commission imposed a fine of approximately EUR 432 million on Illumina for knowingly breaching the standstill obligation under EU merger rules in July 2023. This was later overturned by the European Court of Justice (C-611/22 and C-625/22, Illumina v Commission, 3 September 2024), which ruled that national competition authorities cannot refer a merger to the European Commission if they do not have the competence to review it under their own national laws. It emphasized that statutory thresholds serve as an important guarantee of legal certainty and predictability for transacting companies.↩︎

  37. Parliament of Singapore, Competition Act 2004 (as amended), Section 54 (anti-competitive mergers; voluntary notification), <https://sso.agc.gov.sg/Act/CA2004>.↩︎

  38. Competition and Consumer Commission of Singapore, Guidelines on Merger Procedures 2022, 1 February 2022, <https://www.cccs.gov.sg/legislation/cccs-guidelines>.↩︎

  39. Parliament of the United Kingdom, Enterprise Act 2002, Sections 22 and 33 (voluntary notification of relevant merger situations; CMA may impose interim measures); Section 72 (Initial Enforcement Orders / IEOs to prevent pre-emptive action), <https://www.legislation.gov.uk/ukpga/2002/40/contents>.↩︎

  40. Decision, Facebook Inc / GIPHY Inc, Competition and Markets Authority, 20 October 2020 — penalty GBP 50.5 million for breach of an IEO.↩︎

Related Entries

Green ChannelControlInterconnected Transactions
Shruti Aji Murali

Guest Author

Shruti Aji Murali

Knowledge Management Lead · Axiom5 Law Chambers LLP

Shruti Aji Murali is a competition lawyer with over a decade of experience in antitrust enforcement, merger control, and competition policy. Before joining Axiom5, she practised at leading Indian law firms including Amarchand Mangaldas and AZB & Partners. At Axiom5, she focuses on digital markets regulation, competition policy, knowledge management, and capability building within the firm's competition law practice. She has also contributed extensively to policy consultations concerning the Competition Act and digital regulation in India.

LinkedIn shruti.murali@axiom5.in