1. You have worked extensively across corporate transactions, M&A and venture capital, while also engaging with competition law and regulatory issues. Before we get into the substance, how has your practice evolved across these areas over the course of your career? And are there different ways in which these areas of your work intersect today?
Thanks, Kanika, for the question and Abhishek for the introduction. To answer your question, I will have three parts to it.
Number one: The evolution has been from doing transactions—or getting the transactions done—to now comprehending and understanding the regulatory architecture surrounding them. That basically means that corporate transactions increasingly require an assessment of applicable laws, including competition, foreign investment, sectoral and government approvals, at the structuring stage. The role is therefore not limited to documenting the transaction, but also determining whether the proposed commercial outcome can really be achieved and the most effective way of achieving it.
Number two: The interaction is most evident in M&A and venture capital, which is basically my core competency. Issues such as control, investor rights, management and governance can have both corporate and competition implications, making it important to consider these dimensions together rather than in silos.
Number three: Most importantly, the valuable aspect of these areas is being able to identify issues before they become deal blockers. Bringing competition and regulatory considerations into the early stages of structuring the transaction can influence the choice of transaction structure, allocation of rights, and closing strategy, rather than discovering those constraints after the commercial terms have already been agreed.
I’ll give you an example. When you go to a doctor, firstly the prognosis and the diagnosis happens. Once you know exactly what you are dealing with, fifty per cent of the problem is solved. Similarly, once you know the transaction structure, the broad contours and the nuances of the transaction, then the execution and implementation is very much easier and seamless. That is broadly my response to your question.
2. The HP India order this July gave us a rare detailed look at how the CCI applies leniency in a case where the applicant turned out to have played a central role in the cartel. Stepping back from the specific case, do you think that the current framework gives potential whistleblowers enough certainty about what kind of discount they can expect, or does that uncertainty end up pushing companies towards staying quiet instead of self-reporting?
Let me respond to this question in two parts.
First: The HP case shows that being first does not mean automatic immunity. HP was the first to disclose the cartel, but the Competition Commission of India still looked at the substance of its conduct, including its central role in devising, facilitating and catalysing the arrangement, and its benefit from the cartel. That is an important signal that leniency is an incentive for disclosure, but not a complete defence to the underlying conduct.
Second: In my view, some degree of uncertainty is inherent in a leniency regime. The CCI has to retain discretion because the value of the cooperation will depend on the circumstances—particularly whether the disclosure actually enables the CCI to uncover a cartel, and how extensively the applicant cooperates. A completely formula-based or formulaic discount can weaken that incentive.
What would make the regime stronger is greater visibility on how that discretion is exercised. Companies considering self-reporting should be able to understand from past decisions how factors such as being the first applicant, the significance of the evidence, the applicant’s role in the cartel, and the extent of cooperation extended affect the eventual penalty reduction. This kind of productive predictability or objectiveness can encourage early disclosure without making leniency an automatic escape from any responsibility or liability. Hope that answers the question.
3. In many digital markets, consumers pay no monetary price at all while platforms compete on data, attention, privacy and quality. Does India’s largely price-oriented conception of consumer welfare adequately capture competitive harm in those markets, and what should supplement price as a metric?
Let me respond with a brief preliminary observation. In a zero-price market, the right question isn’t whether the consumer pays nothing, but what the consumer is giving up or relinquishing, and whether competition is protecting these non-price dimensions.
Zero price doesn’t mean zero consumer cost. In a platform such as a search engine or a social media service, the consumer may pay nothing in money, but may pay through data, attention, privacy, and reduced choices. That last point I want to emphasise—reduced choices. If competition weakens, the harm may therefore appear as a deterioration in these parameters rather than an increase in price.
Price should therefore remain one metric, but not the only metric. The CCI has recognised quality, innovation and data as relevant dimensions or parameters of competition in these digital markets. What matters is the counterfactual: Would the platform be able to worsen privacy, quality or innovation if consumers had meaningful alternatives? If the answer changes because of market power, those non-price effects become relevant to the competition analysis.
4. Competition law in India is moving into digital markets, high-value acquisitions and algorithmic pricing. What’s the biggest competition law challenge you think Indian businesses are currently under?
This is a subjective question, but I can definitely give my opinion—it may not be perfectly converging with other practitioners’ opinions. The biggest challenge, I think, is the risk of leveraging market power across markets.
A business that has a strong position in one market—particularly a digital platform—may be able to use its data, user base, subscriber base, or control over access to gain an advantage in a related market. For example, a platform that hosts third-party sellers and also sells its own products has access to information about those sellers. A competition concern arises if that information is used to favour the platform’s own products or otherwise disadvantage the sellers from competing on the platform.
Interestingly, the CCI examined similar concerns in its e-commerce enforcement work. Businesses should therefore, in my opinion, assess not only where they are dominant, but what they can do with that position. As digital businesses expand into adjacent markets, the ability to leverage an existing position may become as important a competition law question as the market share itself.
5. India’s Competition Act has no explicit hub-and-spoke provision, and cases have been built through Section 3(1)’s residual language. With pricing algorithms increasingly used by platforms and aggregators, do you see a real risk of platforms unintentionally becoming the hub that facilitates coordination among competing sellers? And should India codify a specific provision instead of leaving it to case law?
Section 3, of course, deals with anti-competitive agreements. Section 3(1) prohibits agreements that cause or are likely to cause an appreciable adverse effect on competition (AAEC). While Section 3(3) identifies certain horizontal arrangements such as price-fixing and market allocation that are presumed to cause an AAEC.
A hub-and-spoke arrangement is essentially indirect coordination between competitors. The competing businesses are the spokes, while a common intermediary such as a platform or an aggregator is the hub. Following the latest amendment in 2023, Section 3(3) can also cover a participant that is not engaged in the same or similar trade but participates or intends to participate in furtherance of such an anti-competitive arrangement.
On algorithmic pricing, these questions are more nuanced. The mere fact that competing sellers are using the same algorithm, or that an algorithm produces parallel prices, doesn’t by itself establish an anti-competitive agreement. The Ola–Uber case is a useful illustration. The allegation was that the platforms could act as a hub and the drivers as spokes, with the platform’s algorithm determining fares. The CCI didn’t find a hub-and-spoke arrangement because there was no evidence that the drivers had agreed amongst themselves to delegate pricing to the platforms.
The case is therefore testimony to the fact that algorithmic pricing or parallel pricing by itself isn’t enough. The critical question is whether there is an underlying arrangement, or whether the platform is facilitating that arrangement.
6. It has been about two years since the Deal Value Threshold came into force. Now that there’s real data to look back on, has it actually caught the kind of killer acquisitions it was designed for, or has it mostly added friction to legitimate, competitively benign transactions?
Where the transaction value exceeds ₹2,000 crore and the target has substantial business operations in India, the transaction may require CCI notification even if the traditional asset/turnover thresholds are not met. It was introduced to address transactions where the target’s current financials may not reflect its competitive significance, particularly in digital and technology markets.
The deal value threshold (DVT) has therefore addressed a genuine gap. But it is too early to call it a proven tool against killer acquisitions. The relevant question isn’t how many transactions it has captured, but whether it is bringing within CCI review transactions involving nascent competitors, important technology, data or innovation that would otherwise have escaped review.
The real policy challenge is proportionality. A broad threshold will inevitably capture some benign transactions. The focus should therefore be on transactions with potential implications for future competition, rather than treating high transaction value itself as a competition concern.
7. Do you think that the Amazon–Future controversy exposed a structural weakness in how the CCI evaluates notified transactions—relying heavily on the parties’ own disclosures—or was that always going to be an outlier case rather than symptomatic of something wider?
Amazon–Future did not actually expose a structural failure—let me word it that way. Merger control is necessarily a disclosure-driven exercise. The CCI initially assesses the transaction on the facts and documents placed before it. In Amazon–Future, the CCI found that Amazon had not disclosed the true scope and purpose of the combination and had suppressed the interconnection with the Future Retail arrangements.
This wasn’t simply a case of incomplete annexures. The CCI considered the strategic rationale and connected arrangements material to its assessment. The CCI’s own FAQs now expressly state that the documents required under Form I are intended to enable it to understand the commercial and economic contours of the combination.
I wouldn’t respond by saying that the CCI should stop relying on the parties’ disclosures—it can’t realistically conduct an independent investigation into every notified transaction. But the more important safeguard is the ability to test the material disclosures and revisit an approval where a fundamental misrepresentation appears or emerges. Amazon–Future demonstrates why that back-end scrutiny is important.
8. Where do you think the line actually sits between an innocent omission in a complex multi-document transaction and a deliberate suppression serious enough to warrant a penalty?
The line turns on materiality and on the nature of the omission. Not every omission in a complex transaction warrants a penalty—that is clear. The question is whether the omitted information was material to the CCI’s assessment, and whether the omission was genuinely inadvertent or involved deliberate withholding. In Amazon–Future, the issue went beyond an inadvertent omission. The CCI found that the undisclosed information concerned the scope and purpose of the combination itself and Amazon’s strategic interest in Future Retail, which was material to its assessment.
9. From the deal-making side, how much has the deal value threshold changed how you structure or time transactions, particularly minority venture capital investments where control is genuinely contestable? Is gun-jumping risk something clients now price in from the term-sheet stage, or is it still an afterthought?
The DVT has made competition analysis relevant earlier in high-value minority investments. A minority investment isn’t automatically outside merger control—let’s be clear. The key question is whether the rights acquired amount to control, rather than simply the percentage of shares acquired. This makes the rights attached to the investment important at the term-sheet stage—particularly board representation, veto or affirmative rights, governance rights, and so on.
The structure should be assessed to determine whether the investment remains a passive investment or crosses into the realm of acquisition of control.
Gun-jumping means implementing a notifiable transaction before obtaining CCI approval. In practice, this means that the parties must ensure that, pending such approval, they don’t take steps that effectively give effect to the transaction or prematurely exercise rights that amount to control. Hope I’m clear?
10. You had earlier contributed to the Competition Law Encyclopedia on bid-rigging, so that takes us to our next question. Competitors can behave similarly for perfectly legitimate reasons, especially in a concentrated market. In your view, what’s the point at which that similarity starts becoming suspicious from a competition law perspective?
Similarity in conduct isn’t by itself evidence of collusion. In a concentrated market, competitors may independently arrive at similar prices or strategies because they face the same costs, demand conditions, market constraints, and so on. The CCI has recognised that price parallelism alone isn’t conclusive proof of a cartel.
The concern arises where the parallel conduct is accompanied by “plus factors” suggesting coordination—for example, communications between competitors, exchange of competitively sensitive information, conduct that can’t reasonably be explained by market conditions, or other evidence pointing towards a meeting of minds. Both the CCI and the Supreme Court have relied on such circumstantial evidence in cartel cases. Parallel conduct is the starting point, not the conclusion. The real question, therefore, is what sits behind the parallelism: independent market forces, or evidence of coordination?
11. As we know, you have built a career primarily as a corporate M&A and VC deal-maker with competition law running through your practice rather than sitting at its centre. For a law student deciding whether to specialise in competition law as a standalone practice or build it as a complementary skill within a broader corporate practice like you have, what would your honest advice be, and what do you wish someone had told you earlier in your career?
There is value in both paths. Competition law is a very strong standalone specialisation. But for students interested in corporate M&A, developing competition law as a complementary skill can also make them much more effective lawyers and deal-makers. Many competition issues arise because of how a transaction is structured, not as a separate regulatory exercise.
My honest advice would be: don’t specialise too early because the practice area is in trend or fashionable. Build a strong foundation in corporate law, contracts and economics, then utilise your internships and live deals to understand what type of work genuinely interests you. Specialisation should follow exposure, not replace it.
For students entering corporate practice, learn to ask the competition question early. When looking at an acquisition, for example: Who’s acquiring what? What rights are exchanging hands? Could this affect competitors? Could this affect market structure? That habit can be more valuable initially than trying to memorise every section or provision of the Competition Act. That’s my humble advice.
Audience Q&A
As we all know, AI is something that has been disrupting all industries alike. For competition law specifically, how do you think it is affecting the practice in general, and how do you see the laws across nations scoping up with it? Second, since we know that India’s competition law is relatively much younger than that of much more developed jurisdictions like the EU, do you feel that at times our law ends up somewhat directly transferring EU or other jurisdictions’ laws into ours without thinking whether they suit the Indian market specifically?
Good questions, first of all. Let me answer both in two parts.
On AI and competition law:
The CCI monitors AI—whether agentic, anthropic, generative, etc.—under the Competition Act, focusing on algorithmic collusion, data monopolies and unfair platform behaviour. India doesn’t have a single dedicated AI statute, but enforcement relies heavily on competition rules, digital market studies, and upcoming ex-ante regulations (not only post-facto).
Key competition concerns include: algorithmic collusion (Section 3—parallel pricing or arrangements causing an AAEC); data as a monopoly moat, where large tech firms use vast datasets and try to lock in network effects (CCI market studies note that free services can still create dominant positions if data accumulation forecloses competitors); and self-preferencing, where dominant digital platforms may use AI systems to promote their own services over rivals in search, in-app ecosystems, and so on. There are challenges and regulations coming in, but how implementation is supposed to take place remains to be seen over time.
On borrowing from other jurisdictions:
India is a very good borrower with respect to legislation and executive agencies. In the Digital Personal Data Protection Act also, we have heavily borrowed from CCPA and GDPR norms, just as we have done with European directives and regulations in the realm of competition law. One size doesn’t fit all. There’s no harm in borrowing—these are global best practices—but the imperative is to customise and tailor them to Indian conditions, market forces and the geopolitical situation.
Most importantly—and I say this quite often—India has a lot of laws. There’s no dearth of laws, whether at the central/union level, state/provincial level, or even municipal/city level. But the problem is implementation deficits. Symbolic existence of laws is very much there, but implementation deficits persist—whether by way of having the right ecosystem or otherwise. In competition law we have the CCI, but then matters go to the NCLAT as the appellate body. NCLAT also deals with company law cases, insolvency and bankruptcy cases, and competition law cases, so there is a backlog and sometimes a lack of accurate and complete understanding. The ecosystem has to be built around it to ensure effective, efficient and seamless implementation.
