Antitrust Lawyers India 2026: On‑market Purchases, Merger Filing Tests & Gun‑jumping Risks

Following the April–May 2026 amendments to the Competition Act and fresh CCI guidance, antitrust lawyers India‑wide are fielding the same urgent question from transaction teams: do our planned on‑market share purchases require a merger‑control filing, and could we face gun‑jumping penalties if we get it wrong? The short answer is that on‑market purchases can, and increasingly do, trigger CCI notification obligations once they cross revised asset‑ and turnover‑based thresholds or are aggregated with related transactions under the new deal‑value test. This compliance playbook walks general counsel, M&A advisers and private‑equity teams through every step: from identifying whether a filing is required, to calculating threshold tests, to avoiding the standstill violations that the CCI has penalised with growing severity.

Executive Summary, Can We Buy On‑Market Without CCI Consent?

Sometimes, but never without analysis. Under the post‑2026 framework, a standalone on‑market purchase that does not confer control, does not breach any asset or turnover threshold, and is not linked to any side arrangement or open offer may proceed without notification. The moment any of those conditions changes, the buyer enters CCI territory and must file before consummation.

Industry observers expect the CCI to continue broadening its interpretation of “interconnected transactions” under the amended provisions, treating separately executed on‑market trades as a single combination when they share a common commercial rationale. The practical effect for deal teams is stark: what looks like a routine block trade on the NSE or BSE may be re‑characterised as part of a notifiable combination if the CCI identifies coordination, timing patterns or parallel private negotiations.

The risk matrix below offers a first‑pass screening tool before deeper analysis:

If your transaction falls anywhere above “Low,” the remainder of this guide is essential reading. The sections that follow unpack the 2026 amendments, walk through merger filing thresholds India practitioners must now calculate, illustrate the gun‑jumping exposure, and close with a ten‑point merger control compliance checklist ready for board‑level use.

What Changed in 2026, Key CCI Amendment 2026 Provisions and Guidance

April–May 2026 timeline and sources

The legislative and regulatory changes arrived in rapid succession. The table below summarises the key dates, instruments and their practical effects on antitrust lawyers India deal teams rely upon.

How amendments affect on‑market purchases, open offers and deal‑value tests

The CCI amendment 2026 package introduced three changes that directly affect acquisition strategy. First, the deal‑value test now operates as an alternative jurisdictional trigger alongside the established asset and turnover thresholds. Transactions where the value of the transaction exceeds the prescribed deal‑value threshold, and where the target has “substantial business operations in India”, fall within CCI jurisdiction regardless of whether asset or turnover numbers are met. Second, the aggregation principle was codified: where multiple steps form part of a larger transaction, the CCI can (and will) treat them as one combination.

Third, updated FAQs published by the CCI make clear that the standstill obligation attaches from the point at which a notifiable combination is identified, even if individual component trades have already settled on the exchange.

For open offers triggered under SEBI’s Takeover Regulations, the guidance confirms there is no carve‑out. If the aggregate effect of on‑market purchases plus the mandatory open offer breaches a threshold, the entire transaction must be notified and the standstill respected. Early indications suggest this will add meaningful lead time to takeover timetables where CCI clearance is required.

On‑Market Purchases India: Mechanics, When They Trigger a Filing and Practical Examples

Standalone on‑market trades vs. interconnected transactions

An on‑market purchase executed on a recognised stock exchange is, on its face, a simple bilateral trade. CCI scrutiny begins when that trade is connected, by timing, parties, commercial purpose or contractual linkage, to other acquisitive steps. The amended provisions direct the CCI to look through the form of the transaction to its substance. A series of block deals negotiated with a single counterparty over successive trading sessions, for instance, is likely to be aggregated even if each trade clears separately through the exchange.

Aggregation rules, when separate trades are treated as a single combination

The CCI’s updated FAQs identify several indicators of interconnection: common counterparties, shared advisers, contemporaneous private agreements (such as shareholder agreements or board‑seat arrangements), and an overall commercial plan disclosed in board minutes or investment‑committee papers. Where any of these factors are present, the CCI may aggregate the value of all related trades and assess thresholds against the combined figure.

The following scenario table illustrates how aggregation works in practice for on‑market purchases India deal teams commonly encounter:

Scenario D underscores a critical point: the burden of proving independence rests on the acquirer. Antitrust lawyers India advisers frequently recommend maintaining a contemporaneous paper trail, separate investment‑committee approvals, distinct mandates, independent broker instructions, precisely for this reason.

Merger Filing Thresholds India & the Deal‑Value Test, Calculation, Pitfalls and Worked Examples

Deal‑value test formula and data points to collect

Under the post‑2026 framework, a combination must be notified if any one of the following jurisdictional tests is met:

• Asset test. The combined assets of the parties exceed the prescribed asset threshold (Indian assets or global assets with an Indian nexus).
• Turnover test. The combined turnover of the parties exceeds the prescribed turnover threshold.
• Deal‑value test. The value of the transaction exceeds the prescribed deal‑value threshold and the target enterprise has substantial business operations in India.

The deal‑value test requires acquirers to calculate the total consideration, including deferred payments, earnouts, non‑compete fees and the value of any assumption of liabilities, attributable to the Indian component of the target. Where the acquisition is effected through on‑market purchases, the deal value is typically the aggregate price paid across all connected trades plus the value of any concurrent agreements.

Common pitfalls

• Currency conversion. Thresholds are denominated in Indian rupees. Acquirers paying in foreign currency must convert at the reference rate on the date of execution, not the date of filing.
• Attributable value. Where only part of a global transaction involves Indian assets, acquirers must isolate and attribute value to the Indian leg, a frequent source of miscalculation in cross‑border carve‑outs.
• Earnouts and contingent consideration. The CCI expects parties to include the maximum potential earnout in the deal‑value calculation, not the base case.
• Parallel side agreements. Payments under non‑compete, consultancy or IP‑licence agreements with the seller are added to the deal value if they form part of the overall commercial arrangement.

Worked example, on‑market accumulation plus side agreement

Suppose a buyer acquires 5 % of a listed Indian target via on‑market purchases at an aggregate cost of INR 1,800 crore. Simultaneously, the buyer enters into a shareholders’ agreement with the promoter granting the buyer a board seat, information rights and a call option over an additional 15 % at a pre‑agreed price of INR 5,400 crore. Under the aggregation principle, the CCI is likely to treat the combined deal value as INR 7,200 crore (on‑market purchases + call‑option value). If that figure exceeds the deal‑value threshold and the target has substantial Indian operations, notification is mandatory, and the standstill obligation applies from the moment the combination is identifiable, not from the date the call option is exercised.

Open Offers CCI Interaction, Market Practice and Drafting Tips

SEBI open‑offer mechanics that intersect with CCI tests

Under SEBI’s Takeover Regulations, an acquirer crossing specified shareholding thresholds must make a mandatory open offer to public shareholders. The CCI amendment 2026 guidance confirms that this open offer is itself an acquisition and must be factored into the merger‑control analysis. Where the aggregate post‑open‑offer shareholding would confer control, or where the combined value of on‑market purchases and the open offer exceeds the deal‑value test, the entire transaction requires CCI clearance before the open offer can be completed.

Transaction structuring options to reduce filing risk

Deal teams can mitigate risk through careful structuring, though no structure eliminates the obligation to assess thresholds honestly. Commonly used techniques include:

• Conditionality clauses. Making the open offer conditional on CCI clearance (to the extent permitted by SEBI) prevents consummation before the standstill period is satisfied.
• Escrow arrangements. Placing on‑market‑purchased shares into an independent escrow pending CCI review demonstrates that the acquirer has not assumed control or exercised voting rights prematurely.
• Trustee structures. Appointing an independent trustee to hold shares until clearance is obtained can interrupt the chain of control and support a defence that no combination has been consummated.
• Staggered timelines. Aligning the SEBI open‑offer timetable with the CCI review timeline, typically by submitting the CCI filing immediately upon triggering the open‑offer obligation, avoids a gap during which gun‑jumping risk mounts.

Clauses to avoid include unconditional acceptance mechanisms that allow the acquirer to begin integrating target operations before CCI clearance, and “material adverse change” provisions that effectively give the acquirer veto power over target‑company decisions during the review period.

Gun‑Jumping India, What Amounts to a Breach, Enforcement Trends and Penalties

Definition and CCI practice

Gun‑jumping in India refers to the consummation of a notifiable combination before the CCI has either approved the transaction or the statutory waiting period has expired. The Competition Act prohibits parties from giving effect to a combination until the prescribed period has elapsed or the CCI has issued its order, whichever is earlier. “Giving effect” is interpreted broadly: it includes not only the legal completion of share transfers but also any steps that confer commercial influence over the target, such as exercising voting rights, appointing directors, accessing competitively sensitive information without clean‑team protocols, or issuing operational directives.

Recent CCI decisions and fines

The CCI has steadily increased its enforcement focus on gun‑jumping. The table below summarises the trajectory of recent penalties and the conduct that attracted scrutiny:

The penalty framework under the Competition Act permits the CCI to impose fines of up to one percent of the total turnover or assets, whichever is higher, of the combination. In the most serious cases, the CCI retains the power to order demerger or divestiture of the acquired shares or assets. For transaction teams, the reputational and commercial cost of a gun‑jumping finding often exceeds the monetary penalty: regulatory uncertainty, deal delays, shareholder litigation and damaged relationships with the target’s board.

The following comparison table summarises how obligations differ by entity type under the post‑2026 regime:

Practical Merger Control Compliance Checklist & Decision Flowchart

Pre‑deal diligence checklist, data to collect

Before executing any trade that could form part of a notifiable combination, in‑house counsel should assemble the following data points. This merger control compliance checklist is designed for board‑level review and can be adapted to the specifics of each transaction.

1. Target’s latest audited Indian assets and turnover figures (and global equivalents if part of a multinational group).
2. Acquirer’s (and its group’s) latest audited Indian assets and turnover figures.
3. Aggregate consideration for all on‑market purchases to date, including brokerage and transaction costs.
4. Details of any concurrent private agreements, shareholder agreements, MOUs, side letters, call/put options, non‑compete undertakings.
5. Pre‑existing shareholding in the target (including holdings by affiliates, associates, portfolio companies or commonly controlled entities).
6. Board minutes and investment‑committee papers referencing the acquisition strategy (these are discoverable by the CCI).
7. SEBI open‑offer analysis, has a mandatory open‑offer obligation been triggered or is it likely to be triggered?
8. Deal‑value calculation, aggregate consideration across all connected steps, including maximum contingent payments.
9. Clean‑team protocol documentation, has a protocol been established for handling competitively sensitive information during due diligence?
10. Timeline alignment, has the CCI filing been coordinated with the SEBI open‑offer timetable and any other regulatory approvals?

Stepwise “Do / Don’t / When to escalate” guide

• Do engage antitrust lawyers India counsel has vetted before the first on‑market trade if an accumulation strategy is planned.
• Do maintain contemporaneous records demonstrating the independence of each trade (broker confirmations, separate mandates, board minutes).
• Do prepare a draft CCI filing in parallel with deal negotiations so it can be submitted within hours of a triggering event.
• Don’t exercise voting rights, appoint directors or access target commercial data before CCI clearance or expiry of the waiting period.
• Don’t assume that “small” on‑market trades are beneath the CCI’s radar, cumulative analysis is now the default.
• Escalate to external counsel and board risk committee immediately if any single trade or combination of trades approaches 50 % of the lowest applicable threshold.

Worked Deal Examples and Common Fact Patterns

Example A, PE buyout with pre‑announcement on‑market purchases

A private equity fund begins accumulating shares in a listed Indian pharmaceutical company through anonymous on‑market trades over 60 days, acquiring 7 % for INR 2,100 crore. The fund then announces a negotiated transaction to acquire an additional 19 % from the promoter family at INR 5,700 crore, triggering a mandatory open offer for a further 26 %. The CCI is likely to aggregate the on‑market trades, the negotiated block and the open offer as a single combination. The combined deal value, approximately INR 15,600 crore, comfortably exceeds the deal‑value threshold. Filing is mandatory, and the standstill obligation applies retroactively to the point at which the combination became identifiable, potentially before the open offer was announced.

If the fund exercised any voting rights or influenced board composition during the 60‑day accumulation window, it faces gun‑jumping exposure.

Example B, Interrelated on‑market trades plus side arrangements

Two financial investors independently acquire 4 % each in the same listed target within a single trading week. Separately, they enter into a joint‑venture agreement to pool their stakes and jointly nominate a director. Although each investor’s individual stake falls below relevant thresholds, the CCI may treat the combined 8 % plus the joint‑venture arrangement as a single combination if the JV creates joint control or decisive influence. The joint‑venture agreement is the key aggregation trigger. Had the investors genuinely acted independently, no common mandate, no shared advisers, no coordination, each trade would likely remain below the CCI’s radar. The lesson: side arrangements convert passive portfolio trades into active combinations.

Conclusion, Immediate Actions for Deal Teams

The 2026 amendments have materially expanded the CCI’s reach over on‑market purchases and open offers. Every transaction team should adopt four immediate steps: stop trading until the merger‑control position is assessed; check all current and planned holdings against revised thresholds; calculate the deal value across every connected step, including maximum earnouts and side agreements; and engage counsel, experienced antitrust lawyers India deal teams trust, before the next trade settles. Proactive compliance is dramatically cheaper than a gun‑jumping investigation. Consult the India lawyer directory or the global lawyer directory to identify qualified competition counsel for your transaction.

Sources

1. Competition Commission of India, Official Website (Orders & Decisions)
2. CCI, Frequently Asked Questions
3. SCC Online, India: On‑Market Purchases and Competition Law Amendments (20 April 2026)
4. LawSikho, CCI Merger Control India 2026: Deal‑Value Threshold, Material Influence & Filing Process Guide (4 April 2026)
5. Lexology, India Merger Control: Thresholds and Enforcement Update (2025–2026)
6. Trilegal, Navigating India’s Merger Control (2026)
7. K&S Partners, India’s Merger Law Reforms Modernise CCI
8. ResoluT Partners, CCI Filing in India: The De Minimis Check & Control Clarity