SINGAPORE: 2025 Update on Singapore Competition Law

Introduction

2025 has seen one of the most dramatic changes to Singapore's competition law enforcement in recent years, with Mr Alvin Koh returning to Singapore’s national antitrust regulator, the Competition and Consumer Commission of Singapore (the CCCS). The author first met Mr Koh when he headed the Legal & Enforcement Division of the CCCS from 2008 to 2012.

During his initial tenure, Mr Koh oversaw a heightened review of global mergers, the first merger clearance requiring structural remedies, the first proposed decision to block a merger, and the first international cartel decision. Mr Koh went on to hold Chief Legal Officer positions within several Singapore government ministries before his return to the CCCS as its Chief Executive.

The effect of Mr Koh’s return has been felt positively by lawyers and businesses. It often appears counter-intuitive but businesses may prefer a rigorous but consistent regulator over one which enforces seldomly and randomly: Businesses can plan for systemic contingencies; uncertainties are impossible to make provisions for.

A good parallel in Singapore is the Monetary Authority of Singapore (MAS). The financial services agency has a reputation for being one of the toughest regulators in the country. Licensees face exacting standards and are persistently kept on their toes. A financial institution operating in Singapore knows that the MAS will apply the same rigour it experiences to its own present and future competitors. This gives industry players confidence in the system and uplifts the entire sector. Sources report that Singapore has now overtaken Hong Kong as a global financial capital after New York and London.

The same can be said for the country's national competition regulator. Within the first year of Mr Koh's return, it is observable that the CCCS is back to form with a strong enforcement presence. It has conducted dawn raids and has initiated a notable surge in enforcement cases and market studies.

For global leniency applications, which lulled globally after the autoparts saga finally ended years ago, the CCCS has now seen such cases return.

What has changed

Increased vigilance over unnotified mergers

Singapore is one of the few tier-one competition law jurisdictions to operate a voluntary merger control regime. Others include the United Kingdom, New Zealand and, until recently, Australia. 

Effective voluntary merger regimes are predicated on active monitoring and horizon-scanning, and call-ins of unnotified deals such as the way that, say, the UK Competition and Markets Authority (CMA) does. 

Since the Singapore merger regime became effective in 2007, parties announcing deals with a nexus to Singapore have from time to time been queried by the CCCS if they have conducted their mandatory self-assessments prior to signing. Anecdotally, the Singapore enforcer has also investigated unnotified deals that have been closed for years when it has had reasonable grounds to suspect that the merger should have been notified.

Within his first year, Mr Koh has signalled that he will administer the regime with rigorous consistency. He has publicly stated that: “While CCCS operates under a voluntary merger regime, we remain vigilant and carry out regular surveillance to find unnotified mergers and determine if they substantially lessen competition". Anecdotally, the step-up in follow-on queries by the agency on closed deals has provided parties clarity on how to approach Singapore's voluntary merger control regime in its global multi-jurisdictional filing analyses.

Use of AI in horizon-scanning: Escalated deal detection risk

The CCCS has included AI in its horizon-scanning toolkit for unnotified mergers and anti-competitive behaviour which affects Singapore. This is entirely sensible, and there is broad-based consensus that AI deployed properly can be positively-enhancing.

Horizon-scanning is a tool that is important especially because Singapore is a global price-taker which imports 90% of what it consumes. This concept is explored further below. Singapore's involuntary price-taker position is why comprehensive and precise detection of global sources of potential competitive harm is important.

One hypothesis is that once a Singapore agency introduces a predictive tool, such as AI for enforcement purposes, it would be difficult for the agency to ignore entirely the output of such a tool.

It is plausible that the AI will scan for sensitive markets in Singapore such as:

• Politically-sensitive B2C markets (eg, healthcare, transport, housing); and
• Notable contributors to Singapore’s FDI (eg, finance, maritime, pharmaceuticals, advanced manufacturing).

Consequently, the "risk-rating" of "taking the antitrust risk" (in other words, not voluntarily notifying a deal where thresholds are crossed) must henceforth be necessarily reassessed for Singapore in 2025.

Novel theories of harm in enforcement

In the years leading up to 2025, the world experienced global shockwaves in terms of non-traditional theories of harm and perceived jurisdictional overreaches. Examples include Booking.com/Etraveli, where the European Commission adopted the novel theory of harm of "ecosystems" and in Illumina/Grail, where the EC adopted the approach of accepting "Article 22 referrals" even where national thresholds were not crossed.

In 2024, the CCCS proposed to block a non-horizontal transaction on the basis that the transaction was likely to entrench or strengthen a dominant position, a theory similar to ecosystems in Booking.com instead of the conventional reliance on a substantial lessening of competition as the pivotal test of harmful mergers.

In the same year, the CCCS issued interim measure directions on a deal which had not been signed but had been flagged by market rumours, marking the "injunction" as the agency's first-ever intervention in a speculative and unconfirmed transaction. Market observers commented that the trauma of "fall-through-the-crack" transactions, where parties exploit the voluntary and non-suspensory nature of the Singapore regime to sign and close before engagement, has stayed with the authority ever since an iconic 2018 deal in the ride-hailing space which the CCCS eventually prohibited but could not unwind.

Augmented use of commitments in case clearances

In an interview with the Global Competition Review, Mr Koh indicated that he would continue to trial approaches, including using commitments, to clear agreements that generate economic benefits for the Singapore economy.

He also identified aviation as a market that is key to Singapore.

While the use of behavioural and structural remedies in the agency’s approach to clearing complex mergers, especially those in Phase 2 in the last 20 years is nothing new, it is notable, given the above two comments, that the three aviation "metal-neutral" mergers reviewed under Mr Koh’s watch so far SIA/Tata, SIA/Lufthansa and SIA/ANA, were cleared with heavily-negotiated capacity commitments.

What has not changed

Singapore as a vulnerable global price-taker

Singapore is a global price-taker as it is a significant net importer of products that its residents consume and utilise. This means that global manufacturers and suppliers who engage in anti-competitive conduct and mergers have an outsized and disproportionate effect on Singapore because the country lacks domestic markets to offer either a constraint or a panacea to such offshore behaviour and combinations.

Unlike larger economies, Singapore lacks the natural and organic ability to offset the harmful effects of international cartels and monopolies. Competition regulation therefore is therefore very critical in protecting the Singapore economy. The CCCS has determinatively been open to questioning global deals and to accepting international cartel leniency applications,

It is proposed that this unchanged position, together with the global volatility of 2025, will inform Mr Koh's aim of wanting his agency to become "bolder” and “nimbler", and to "pursue new approaches and enforcement methods".

The risk of non-engagement with the CCCS

Singapore's merger regime is one which may be inadvertently disregarded by parties and counsel conducting multi-jurisdictional reviews purely on the basis that it is voluntary and non-suspensory.

Such a desktop analytical convention overlooks a few key differentiators of the CCCS’ merger control regime.

• There is no limitation period to the agency's ability to review unnotified mergers. Unlike the UK CMA, the CCCS’ lookback jurisdiction is unlimited in time. As mentioned above, anecdotally, the CCCS has investigated unnotified deals that have been closed for years when it has had reasonable grounds to suspect that the merger should have been notified.
• Once the CCCS opens an investigation into an unnotified merger, it does not operate on a specific timeline. This is different from the clear timelines in terms of pro-active approaches, such as for confidential advice or for a merger clearance decision.
• The CCCS will not step aside just because a deal is already being reviewed by major global regulators. This is especially where the markets involved are critical to Singapore, and where local market shares are higher compared to global markets. The CCCS has been willing to resist the clearance of global deals. One example is Drew/Wilhemsen, with the agency being the last of three antitrust enforcers in the world (along with the US DOJ and ACCC) holding out before the deal was eventually aborted.

None of the observations in this article should be inferred as a commentary on the CCCS' handling of the cases referred to herein. The author is, in fact, conflicted from sharing such views as he and his team acted for parties in all the said cases. The views and opinions expressed in this article are those of the author and do not necessarily reflect those of any affiliated organisations or institutions.