Building upon the foundational understanding of international mergers discussed in Part 1, it is equally important to examine how cross-border mergers operate within the broader international regulatory environment and how real-world transactions demonstrate both the opportunities and risks involved. While international mergers promise growth and global reach, their success ultimately depends on how well companies navigate international regulatory frameworks and manage multi-jurisdictional legal exposure.

Unlike purely domestic mergers, international mergers are not governed by a single, unified global law. Instead, they are shaped by a combination of national regulations, regional frameworks, and international best practices. One of the most influential regulatory regimes is the European Union Merger Regulation (EUMR), which applies to mergers with a “Community dimension.” Under this framework, transactions that meet certain turnover thresholds must be reviewed by the European Commission, regardless of where the merging companies are incorporated. The Commission assesses whether a merger would significantly impede effective competition within the EU, making regulatory clearance a decisive factor for global transactions involving European markets.

Similarly, in the United States, cross-border mergers are subject to review under the Hart–Scott–Rodino Antitrust Improvements Act (HSR Act). This framework requires parties to notify U.S. antitrust authorities prior to closing certain transactions, allowing regulators to assess potential anti-competitive effects. Importantly, even non-U.S. companies may fall within the scope of U.S. merger control if their transaction has a material impact on U.S. commerce. This extraterritorial reach demonstrates how international mergers frequently trigger regulatory scrutiny in multiple jurisdictions simultaneously.

Beyond regional and national regimes, international organizations such as the OECD play a key role in shaping global standards for competition policy and merger control. While OECD guidelines are not legally binding, they influence regulatory practices worldwide by promoting transparency, cooperation among competition authorities, and consistent enforcement principles. In practice, this means that companies pursuing international mergers must be prepared for coordinated reviews by regulators across different countries, often requiring aligned legal strategies and consistent submissions.

Real-world international merger cases highlight both the complexity and strategic importance of regulatory planning. One prominent example is the merger between Exxon and Mobil, which created one of the world’s largest energy companies. Although the transaction was ultimately successful, it required extensive regulatory approvals across multiple jurisdictions and involved significant divestment obligations to address competition concerns. The case illustrates how regulatory authorities can reshape transaction structures and commercial outcomes, even for well-capitalized global corporations.

Another illustrative example is the merger between Lafarge and Holcim, two cement giants headquartered in different European jurisdictions. This transaction faced intense scrutiny from competition authorities worldwide, resulting in a complex divestment program across several countries. The success of the merger was largely attributed to early regulatory engagement, detailed legal planning, and coordinated cross-border advice—demonstrating the value of experienced legal counsel in managing global merger reviews.

More recently, the acquisition of 21st Century Fox by The Walt Disney Company further underscored the importance of multi-jurisdictional regulatory strategy. Although the transaction was driven by strategic expansion in media and entertainment, it required approvals from regulators in the United States, the European Union, and several Asian jurisdictions. The deal shows how international mergers increasingly involve not only competition law issues, but also sector-specific regulations, foreign ownership rules, and intellectual property considerations.

These cases reinforce a critical point: international mergers are not merely transactional events, but regulatory-intensive processes that require foresight and coordination. Legal risks do not end at closing. Post-merger integration often introduces additional challenges, including compliance alignment, corporate governance restructuring, employee transitions, and potential cross-border disputes. Poorly managed integration can undermine the commercial rationale of the merger and expose companies to long-term legal liabilities.

Within Southeast Asia, cross-border mergers are subject to both national laws and regional cooperation mechanisms. ASEAN does not yet have a unified merger control regime; instead, each member state applies its own competition and investment regulations. This fragmented framework means that a single transaction may require parallel filings and approvals in multiple countries, each with different thresholds, timelines, and enforcement priorities. For foreign investors, this regulatory diversity makes early legal assessment essential.

In Indonesia, inbound mergers are primarily governed by Law No. 5 of 1999 on the Prohibition of Monopolistic Practices and Unfair Business Competition, along with implementing regulations issued by the Indonesian Competition Commission (KPPU). Transactions that meet certain asset or turnover thresholds must be notified to the KPPU, including mergers conducted offshore that have a direct impact on the Indonesian market. This extraterritorial application reflects Indonesia’s increasing alignment with international merger control practices and underscores the importance of local legal expertise in cross-border deals.

Beyond competition law, inbound mergers into Indonesia must also comply with foreign investment regulations, sectoral restrictions, labor laws, and corporate governance requirements. Certain industries remain subject to ownership limitations or licensing requirements, making transaction structuring a critical legal exercise. Similar regulatory considerations apply across ASEAN jurisdictions such as Singapore, Vietnam, and Thailand, each of which maintains its own competition authority and foreign investment regime.

Global merger cases offer valuable lessons for businesses entering ASEAN markets. Large-scale cross-border mergers in industries such as energy, manufacturing, and media have shown that regulatory approval is rarely a mere formality. Authorities may require behavioral commitments, structural divestments, or post-merger compliance obligations as conditions for approval. These outcomes often reshape transaction economics and timelines, reinforcing the need for legal strategies that anticipate regulatory concerns from the outset.

For ASEAN-bound mergers, post-closing integration presents additional legal challenges. Differences in employment regulation, data protection standards, corporate governance models, and dispute resolution mechanisms can create friction if not addressed early. In practice, many post-merger disputes arise not from the transaction itself, but from insufficient alignment between global transaction documents and local legal requirements.

At APLF Indonesia, we approach international mergers as integrated legal projects rather than isolated transactions. Our Business Law practice advises clients across every stage of cross-border mergers, from regulatory mapping and transaction structuring to implementation and post-merger compliance. With a strong understanding of Indonesian law and regional ASEAN practices, combined with international legal standards, we assist foreign and domestic clients in navigating complex regulatory environments while protecting commercial objectives.

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Disclaimer

The information contained in this article is provided for general informational purposes only and does not constitute legal advice or a formal legal opinion. The interpretation and application of any law or regulation should be carried out exclusively by qualified legal professionals who can assess the specific facts and circumstances of each case. We do not assume any responsibility or liability for any actions taken based on the content of this article, nor do we guarantee that the outcomes of any application of the discussed legal provisions will align with readers’ expectations. Laws and regulations may evolve over time, and updates or changes may occur without prior notice. Readers are strongly encouraged to verify the current status of any legal provisions and seek professional guidance before making decisions or taking action.