Competition Commission: Proposed Amendments to Rule 39 and Merger Breach Procedures

Posted 07 May 2026 Written by Acts Online
Category Trade

Brought to you by SA Legal Academy: The Department of Trade, Industry & Competition has published draft amendments to the regulations governing the conduct of proceedings in the Competition Commission regarding the breach of merger approval conditions.

In terms of the Competition Act, No. 89 of 1989, the proposed amendments seek to overhaul the existing framework for addressing breaches of conditions or obligations attached to merger approvals. The primary focus of the draft is the replacement of Rule 39 of the Rules for the Conduct of Proceedings in the Competition Commission and the subsequent adjustment of Form CC19 (Notice of Breach of Conditions).

Under the current regulatory regime, Rule 39 provides a standardized 10-business-day window for a firm that has received a notice of breach to either submit a plan to remedy the breach or to file a request for a review of the Commission’s findings. The draft amendments propose the removal of this fixed statutory period. If enacted, the timeframe within which an allegedly errant firm must respond will be left to the sole discretion of the Commission. This allows the Commission to set deadlines on a case-by-case basis, depending on the complexity or urgency of the breach.

The proposed changes aim to streamline the enforcement process but significantly alter the compliance landscape for merging parties. Key aspects of the draft include:

  • The repeal and replacement of Rule 39 regarding the management of merger condition breaches;
  • The modification of Form CC19 to reflect the discretionary nature of response deadlines;
  • The removal of the automatic 10-business-day period for submitting remedial plans; and
  • The introduction of variable timelines determined by the Commission for responding to notices of breach.

Stakeholders and interested parties are invited to submit written representations and comments regarding these draft amendments to the Department of Trade, Industry & Competition. The closing date for submissions is 6 June 2026. This extended consultation period suggests a comprehensive review of the Commission’s enforcement powers regarding post-merger compliance.

What this means for you, your business, or your clients

  • For yourself: No direct individual obligations; impact is channelled through firm-level compliance and advisory roles for clients undergoing merger reviews.
  • For your business: Firms must prepare for potentially shorter or variable response windows when addressing alleged breaches of merger conditions, requiring more agile internal legal and compliance workflows to meet discretionary deadlines.
  • For your clients: Clients involved in mergers with conditional approvals face increased regulatory risk as the Commission gains discretionary power to set deadlines for remedial actions, necessitating proactive monitoring of condition compliance to avoid sudden enforcement actions.

Originally published at https://legalacademy.co.za/news/read/competition-commission-conduct-of-proceedings-rule-amendment-proposals

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