The Competition Commission of Pakistan has a merger control problem it has not yet decided to solve. Three recent orders show a consistent pattern: companies completed transactions before obtaining the required regulatory clearance, the Commission acknowledged the violations, and then declined to impose any financial penalty. The pre-merger approval requirement exists in law. It is simply not enforced.
At a hearing on 2 March 2026, the Commission’s Bench stated that pre-merger approval is a mandatory statutory requirement and must be obtained before giving effect to a notifiable transaction. The applicants in that case completed their acquisition on 24 September 2025. They filed for clearance six weeks later, on 7 November 2025. The Commission called the obligation mandatory, directed the parties to submit a written undertaking confirming future compliance, and imposed no financial penalty. The transaction was authorised. That contradiction—a regulator that names an obligation mandatory and then treats its violation as a paperwork correction—is not confined to Ranipur Sugar Mills. It is the consistent, documented practice of the CCP across every pre-consummation case on its register.
The statute is clear. Section 11(2) of the Competition Act 2010, read with the Competition (Merger Control) Regulations 2016, requires companies to obtain CCP clearance before completing any acquisition, merger, or amalgamation that crosses prescribed thresholds: where one party holds assets of PKR 300 million or the combined asset base reaches PKR 1 billion, or where one party earns revenue of PKR 500 million or combined revenue reaches PKR 1 billion, and the transaction value is PKR 100 million or more. Section 38(2)(a) of the Act provides the consequences for non-compliance: the Commission may impose financial penalties of up to PKR 75 million or ten percent of annual turnover for contraventions of Chapter II, which includes the merger notification obligation under Section 11. The thresholds are deliberately low. A company with PKR 300 million in assets, roughly USD 1 million at current rates, triggers the regime if the deal value crosses PKR 100 million.
Three Cases, Zero Penalties
In the Jura Energy case, the Commission detected the violation itself, issuing a detection letter on 26 May 2025 after the Share Purchase Agreement had been executed on 5 March 2025 and the transaction consummated months earlier. The applicants responded on 19 June 2025 and subsequently filed for ex post facto approval. At the hearing on 23 February 2026, the Bench directed the merger parties to submit an undertaking that they did not obtain requisite pre-merger approval and directed them to ensure strict compliance with the relevant provisions of the Act regarding any merger in future. No penalty was imposed.
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The Jura Energy case involved a foreign-to-foreign transaction: the acquirer was incorporated in the British Virgin Islands, the target in Alberta, Canada. The CCP’s jurisdiction extended to the transaction because of the target’s Pakistan nexus through its subsidiaries. Even a party with no prior Pakistan compliance history, no established relationship with the Commission, and no ongoing regulatory footprint in the country faced no financial consequence for completing a deal without approval. The jurisdictional reach of the Act is real. The enforcement of its procedural requirements is not.
The Accuray Surgical Limited case follows the same course. The transaction was consummated on 15 June 2023. The pre-merger application was filed on 12 July 2023. The Bench directed the merger parties to submit an undertaking to ensure due compliance in future, recording explicitly that in this case pre-merger approval was not applied as required under the Act. No penalty. In practice, companies filing late submit an application for lenient treatment and condonation of delay alongside their substantive filing, and the Commission accepts it without penalty. That process has become so routine that it functions less as an exception and more as an alternative clearance route.
The cost of this route is legal fees. The cost of the statutory route is the same. Rational actors have done the calculation. Completing a transaction before notification carries no financial consequence. The condonation process is available and well understood. For any company weighing commercial certainty against regulatory compliance, the rational choice is to proceed and regularise afterwards.
The Substantive Standard Question
The enforcement gap operates alongside a question about the adequacy of the substantive standard the CCP applies when it does review mergers. The Competition Act asks whether a transaction creates or strengthens a dominant position, with dominance presumed where a party holds 40% of the relevant market or can behave appreciably independently of its competitors, customers and suppliers. If neither condition is met at Phase I, the transaction clears. This standard is narrower than the significant impediment to effective competition test applied under EU Merger Regulation 139/2004, which was introduced precisely to capture transactions that harm competition without producing a dominant firm. In oligopolistic markets, the reduction from four players to three can materially alter competitive trends without any single firm crossing a dominance threshold. Pakistan’s framework does not ask that question.
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The Attock Cement acquisition by Fauji Cement Company Limited and Kot Addu Power Company, cleared on 13 February 2026, illustrates this directly. The order records that Fauji Cement’s market share remains below the statutory 40% threshold and accordingly the Commission found no basis to conclude the transaction raised competition concerns. The order also notes that the market comprises several participants with broadly comparable market shares. Whether either transaction would have received closer analysis under a SIEC standard is a question the current framework does not require the CCP to ask.
The incentive structure is straightforward. What makes Pakistan’s position harder to defend is the asymmetry within the CCP’s own enforcement record. The Commission has imposed penalties of billions of rupees for abuse of dominant position and prohibited agreements across sectors including cement, finance, edible oil and automobiles. It is not an inactive regulator. It simply does not enforce this particular obligation. That asymmetry is a choice, and it has produced a market-wide understanding that the pre-merger clearance requirement is procedural rather than mandatory, correctable rather than consequential.
What the Commission Should Do
The enforcement gap does not require legislative amendment to close. Every tool necessary already exists. What is required is a decision to use them. The CCP should impose a financial penalty in every confirmed pre-consummation case. Not a direction to comply in future. Not an undertaking. A penalty, calibrated to the transaction value and the duration of the violation, applied consistently from the next ex-post facto filing onwards. The legal authority is in Section 38(2)(a) of the Act. The only thing missing is the institutional will to exercise it. One meaningful penalty would do more to change market behaviour than a decade of further directions.
The CCP should publish a graduated penalty framework as enforcement guidelines, setting out how penalties will be calculated by reference to deal size and length of violation. Predictability matters. Companies and their advisers need to be able to quantify the cost of non-compliance to weigh it against commercial timelines. A transparent matrix removes any appearance of arbitrary enforcement and gives transactional lawyers the basis to advise clients clearly before transactions are structured.
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The CCP should also introduce a formal pre-notification advisory process. One reason companies complete transactions before notifying is that even a short review period creates uncertainty in time-sensitive deals. India reduced overall merger review periods and introduced a 30-day deemed approval mechanism at Phase I through its 2023 amendments, reflecting a deliberate policy decision to reduce timeline uncertainty for merging parties. Pakistan does not need legislative change to achieve something comparable. A structured channel for informal pre-filing engagement, through which parties can confirm notifiability and indicative timelines before signing, would reduce the commercial pressure to proceed without clearance.
The Commission’s April 2026 clearance of the PIA privatisation, which required the Commission to define eight separate relevant markets across domestic and international aviation, cargo, postal carriage, engineering and flight training services, demonstrated that sophisticated merger analysis is within the Commission’s institutional capacity. That analysis should be the standard, not the exception.
The three ex-post facto orders discussed in this piece tell a different story. In each of them, the Commission identified a violation of an obligation it described as mandatory, and responded with a direction rather than a penalty. That response has a cost. It tells every company considering a notifiable transaction that the pre-merger clearance requirement is optional, that the worst outcome of non-compliance is a stern paragraph and a future-compliance undertaking, and that there is no reason to let regulatory timelines interfere with commercial ones. The CCP should impose a financial penalty in the next ex-post facto case that comes before it. Not as a signal. Not as a deterrent in the abstract. Because the statute requires it, because the violation is real, and because a competition regime that describes its own obligations as mandatory and then declines to enforce them has a credibility problem it cannot write its way out of.
