China's market regulator to update antitrust compliance guidance for firms operating overseas

China's market regulator proposed updated antitrust compliance guidance for Chinese companies operating overseas on Tuesday, as Chinese firms expand their global footprints.

The State Administration for Market Regulation is seeking public opinion on a revised version of its overseas antitrust compliance guidelines for companies, with feedback due by Sept 29.

The revision updates guidelines first issued in 2021, which apply to Chinese companies doing business abroad as well as companies operating in China whose activities may affect overseas markets. The existing rules cover activities including exports, overseas investment and mergers and acquisitions.

One of the most significant changes is greater attention to the digital economy and to regulatory regimes that have become increasingly important for Chinese companies investing overseas.

The draft incorporates recent developments in overseas antitrust enforcement into sections covering monopoly agreements, abuse of market dominance and merger control. It also updates merger notification thresholds in jurisdictions including the European Union, the United States and Germany.

Companies are advised to pay closer attention to foreign investment security reviews and foreign subsidy regimes — areas that can subject cross-border acquisitions and investments to regulatory scrutiny beyond traditional antitrust reviews.

The proposed guidelines also expand their treatment of litigation risk. In addition to administrative fines and potential criminal liability, the revision outlines rules governing private civil antitrust lawsuits in major jurisdictions, reflecting what the regulator described as a rise in overseas antitrust investigations and litigation.