A come from many factors. The basicA come from many factors. The basic

A purpose of M&A and the relationship with the
Antitrust law

The reason causing the company doing M&A can come
from many factors. The basic objective is being better. There is no necessary
in taking M&A if there has no different and better outcome or even worse.
The rationale behind can be about an economies scale by reducing cost in
resources such as places and people. It can also be about acquiring
information, technology, or licenses.

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The
crucial reason which is being concerned in this report is about a market reach.
Any companies who take the M&A would take a possibility in entering a new
market into an account. To gain more market sectors and can offer more
competitive price to the consumers is attractive approaches for every business.
By this point, it is absolutely legal to do so as the principle of trade is
freedom. However, to this regard, it is important to consider that whether the
M&A goes too far and causing monopoly or lessening a competition in the
market or not. Additionally, the firm size is also a concerned issue. Even
though the dynamic economy has to drive freely and be free from the government,
maintaining competition situation and protecting consumers is also a vital work
which inevitably leads to government’s interference. The government needs to
monitor businesses in the market along with the price of products and services
as well as a variety of choices in order to be fair to other businesses and the
consumers. By reaching to that point, any M that may substantially impact
should be reviewed by the government. Moreover, if certain business dominates
the market, then, in the long-term period, not only that the consumers would
have less choices but the consumers also would not get quality products and
services because such business would not have an incentive to develop their
products or services by lacking of competitors. The economic system, therefore,
would inefficiently flow. This in turn does not create any innovation to the
society which underscores the necessity for the government to take an action.
As a result, M transaction is the crucial concern that includes in the
Antitrust law.

 

Thailand Competition Act

History of Antitrust in Thailand

Before having the Previous Act, Thailand had many laws
related to protection monopoly, such as prohibit price fixing or to set an exorbitant price, or
controlling the production or selling in the market. However, using of those
laws was not successfully because such laws cannot protect consumers from
monopoly of the single manufacturer in using its power to distort the market
mechanism1.

In B.E 2542 (1999), Thailand had been announced the
Previous Act. The objective for announcing this act is to have legislative act
on the protection of the act causing monopoly, reduce or restrict the
competition in operating business and also to encourage the business operation
to be freely and protect unfair action in doing business2. After announcing
the Previous Act for more than 18 years, however, it is rather clearly that
this act is not efficiency to enforce because of the provision itself or social
condition in our country.

Moreover, According to the statistic
of petition as recorded by The Office of Trade Competition Commission (“OTCC”)
since 1999 until 2017, this statistic shows that the petition on market
dominance, M, cooperating with other business and unfair competition has
101 cases and none of M has been petitioned to the OTCC and most cases
were finished in Commission process. Only a few cases had been sent to the
prosecutor to bring a case to court but the prosecutor did not proceed the
lawsuit.

Because of inefficient of The Previous Act,
legislative assembly with cooperation among related departments had reviewed
the law and its problem for many years. Until year of 2017, the New Act was
published in the Government Gazette on July 7, 2017 and will come into effect
90 days later on October 5, 2017. In the New Act, it was amended and added many
issues and also specify that any ministerial regulations, announcements, rules
or conditions under the new act must be announced within 365 days from the
effective date. If those secondary law unable to be announced, minister must
report together with the reason to the Cabinet. As the New Act stipulates a
timing of announcing secondary law and amends some provisions to be more
enforceable, whether the New Act will be more efficiency or not we have to
follow up the new task of commission and also secondary law to be come out in
the future.

The reason for announcing the New Act is because the
previous act has been using for long time and some provisions were not
conformed to the change of business operation, as well as governance of trade
competition by the OTCC was not flexible because of non-independent of person
and organization7. Some details of the New Act are as follow;

– 
Separate office of the OTCC from Ministry of Commerce, to be an
independent organization in order to avoid interfering of politics or business
operators8. The OTCC is responsible in governing the New Act as well as
controlling and monitoring any actions that may happen against the New Act;

–    Revise
qualification of  the OTCC by specifying
that those commission must be a specialist in a field of law, economic,
finance, accountancy or business management and etc. and shall not be a
significant or authority person in business or being government officer;

–   Control
M of businesses causing monopoly or reducing competition that must be
inform or require prior permission from the OTCC; and

–   Stipulate
timing of announcing secondary law under this act in order to push this act to
be enforceable.