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Notification Comp Commission
Welcome to Season 3 of The Cox Yeats Podcast! In episode 4, host Harshita Kapoor is joined by Cox Yeats partners Randhir Naicker, Benjamin Meadows, and Jason Goodison for a discussion of the Competition Act’s rules governing mergers and acquisitions in South Africa, when a transaction must be notified, how thresholds are calculated, what the Competition Commission examines (competition and public interest), the practical filing process, and the consequences of getting it wrong.
Jason Goodison is a competition law practitioner specialising in merger filings, market definition and regulatory strategy; Randhir Naicker advises on transactional competition matters including abuse of dominance and other prohibited practices; and Benjamin Meadows handles all aspects of merger filings and competition law, with experience in unusual transaction circumstances, post-notification engagements and negotiating public interest conditions.
⏱ Timestamped Overview
00:30 – Introduction and introducing the guests
01:00 – The Competition Commission’s role in M&A.
02:03 – The Act’s core requirement: notify certain transactions pre-implementation.
02:25 – What qualifies as a “merger”: change in control.
02:54 – How “control” is assessed (shares, business acquisition, influence).
03:55 – Intermediate merger thresholds: R100m (target) / R600m (combined).
04:35 – Large merger thresholds: R190m (target) / R6.6bn (combined) and two-step approval.
05:46 – How thresholds are calculated (target downward; acquirer consolidated upward).
06:16 – Small mergers: no automatic notification but the Commission can require it.
07:17 – Commission guidelines and valuation issues for startups.
08:10 – Consequences of non-notification: orders to unwind and fines.
09:33 – When asset purchases can amount to a change of control.
11:07 – Filing process: start early and submit a joint competitiveness report.
12:17 – Market analysis: defining markets and calculating overlaps.
12:38 – Public-interest test: employment and HDP participation concerns.
14:11 – Common remedies: employee share schemes and no-retrenchment undertakings.
15:20 – Who must notify joint filing and practical need for legal advisers.
16:23 – Commission investigation: contact with employees, competitors and customers.
17:28 – Honest errors vs intentional misleading — different consequences.
18:21 – Internal restructures: possible carve-outs but assess minority rights case-by-case.
20:03 – Practical checklist: run threshold tests and obtain professional analysis if marginal.
20:41 – Closing advice: early engagement, accurate filings and careful market analysis.
Quote of the Episode
“If you don't get the approval, you can't implement the transaction.” – Benjamin Meadows
👣 Relevant Links
Jason Goordison Website: Cox Yeats - Jason Goodison
Jason Goordison LinkedIn: Jason Goodison - Partner at Cox Yeats Attorneys: Business Law, Commercial Litigation, Natural Resources Law, Banking Law. | LinkedIn
Randhir Naicker Website: Cox Yeats - Randhir Naicker
Randhir Naicker LinkedIn: Randhir Naicker - Partner at Cox Yeats Attorneys: Business Law, Corporate Mergers & Acquisitions, Construction, Engineering & Infrastructure Law, Medical Schemes. | LinkedIn
Benjamin Meadows Website: Cox Yeats - Benjamin Meadows
Benjamin Meadows LinkedIn: Benjamin Meadows - Partner at Cox Yeats Attorneys | LinkedIn
🌐 Connect with Cox Yeats
🔗 Website: https://www.coxyeats.co.za/
📘 LinkedIn: https://za.linkedin.com/company/cox-yeats
🎧 YouTube Channel: https://www.youtube.com/@coxyeats8892
Disclaimer: This article is for general guidance only and not intended as legal advice. Should readers require legal advice on any relevant issue, they are requested to consult a Cox Yeats professional.
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By COX YEATSWelcome to Season 3 of The Cox Yeats Podcast! In episode 4, host Harshita Kapoor is joined by Cox Yeats partners Randhir Naicker, Benjamin Meadows, and Jason Goodison for a discussion of the Competition Act’s rules governing mergers and acquisitions in South Africa, when a transaction must be notified, how thresholds are calculated, what the Competition Commission examines (competition and public interest), the practical filing process, and the consequences of getting it wrong.
Jason Goodison is a competition law practitioner specialising in merger filings, market definition and regulatory strategy; Randhir Naicker advises on transactional competition matters including abuse of dominance and other prohibited practices; and Benjamin Meadows handles all aspects of merger filings and competition law, with experience in unusual transaction circumstances, post-notification engagements and negotiating public interest conditions.
⏱ Timestamped Overview
00:30 – Introduction and introducing the guests
01:00 – The Competition Commission’s role in M&A.
02:03 – The Act’s core requirement: notify certain transactions pre-implementation.
02:25 – What qualifies as a “merger”: change in control.
02:54 – How “control” is assessed (shares, business acquisition, influence).
03:55 – Intermediate merger thresholds: R100m (target) / R600m (combined).
04:35 – Large merger thresholds: R190m (target) / R6.6bn (combined) and two-step approval.
05:46 – How thresholds are calculated (target downward; acquirer consolidated upward).
06:16 – Small mergers: no automatic notification but the Commission can require it.
07:17 – Commission guidelines and valuation issues for startups.
08:10 – Consequences of non-notification: orders to unwind and fines.
09:33 – When asset purchases can amount to a change of control.
11:07 – Filing process: start early and submit a joint competitiveness report.
12:17 – Market analysis: defining markets and calculating overlaps.
12:38 – Public-interest test: employment and HDP participation concerns.
14:11 – Common remedies: employee share schemes and no-retrenchment undertakings.
15:20 – Who must notify joint filing and practical need for legal advisers.
16:23 – Commission investigation: contact with employees, competitors and customers.
17:28 – Honest errors vs intentional misleading — different consequences.
18:21 – Internal restructures: possible carve-outs but assess minority rights case-by-case.
20:03 – Practical checklist: run threshold tests and obtain professional analysis if marginal.
20:41 – Closing advice: early engagement, accurate filings and careful market analysis.
Quote of the Episode
“If you don't get the approval, you can't implement the transaction.” – Benjamin Meadows
👣 Relevant Links
Jason Goordison Website: Cox Yeats - Jason Goodison
Jason Goordison LinkedIn: Jason Goodison - Partner at Cox Yeats Attorneys: Business Law, Commercial Litigation, Natural Resources Law, Banking Law. | LinkedIn
Randhir Naicker Website: Cox Yeats - Randhir Naicker
Randhir Naicker LinkedIn: Randhir Naicker - Partner at Cox Yeats Attorneys: Business Law, Corporate Mergers & Acquisitions, Construction, Engineering & Infrastructure Law, Medical Schemes. | LinkedIn
Benjamin Meadows Website: Cox Yeats - Benjamin Meadows
Benjamin Meadows LinkedIn: Benjamin Meadows - Partner at Cox Yeats Attorneys | LinkedIn
🌐 Connect with Cox Yeats
🔗 Website: https://www.coxyeats.co.za/
📘 LinkedIn: https://za.linkedin.com/company/cox-yeats
🎧 YouTube Channel: https://www.youtube.com/@coxyeats8892
Disclaimer: This article is for general guidance only and not intended as legal advice. Should readers require legal advice on any relevant issue, they are requested to consult a Cox Yeats professional.