INTRODUCTION

Competition or Antitrust law is aimed at protecting the free market economy and, by extension, the interests of consumers and other businesses. It encourages firms to compete fairly and openly, innovating to provide better goods and services at lower prices. Competition law in Singapore is governed under the Competition Act and enforced by the Competition and Consumer Commission Singapore (“CCCS”).

The CCCS is a statutory board established to apply and enforce the prohibitions against anti-competitive activities under the Competition Act and is given a wide range of investigative powers (including the power to enter premises without a warrant, and require the production of specified documents or information) backed by criminal sanctions against a party that refuses to comply. It also has strong enforcement powers and can (i) accept commitments by parties under investigation to remedy their conduct, (ii) issue interim directions prior to completing the investigation, (iii) order the modification or termination of an agreement, conduct or merger, and (iv) impose financial penalties. In addition, the CCCS also represents Singapore in matters of competition in the international arena and has a statutory duty to advise the government on national needs and policies related to competition matters generally.

The Competition Appeal Board (“CAB”) hears appeals against decisions by CCCS. Further appeals on CAB’s decisions regarding questions of law and the amount of financial penalty will be heard in the High Court and Court of Appeal.

SUB-AREAS

• The Competition Act was enacted to prohibit anti-competitive activities, particularly regarding agreements that adversely impact competition, the abuse of a dominant position in the market and mergers that substantially decrease competition. The Act also provides for the function and powers of the CCCS. 3 key prohibitions are set out within the Act at s 34, s 47 and s 54.
• Anti-competitive Agreements (s 34). Section 34 prohibits anti-competitive agreements among two or more entities which have an effect of preventing, restricting or distorting competition in Singapore. Examples include price-fixing, bid-rigging, collusive tendering, market sharing arrangements, production control and cartels. The exclusions to this prohibition can be found in the Third Schedule, including vertical agreements and agreements that show a net economic benefit. Relevant information may be found in ss 34–46 of the Competition Act and in the “CCCS Guidelines on the Section 34 Prohibition”, which was revised in 2022.
• Abuse of Dominant Position (s 47). Section 47 prohibits the abuse of a dominant position by a single entity. Simply being in a dominant position is not prohibited by the Act and it is the abuse of this position that is prohibited. Examples of such abuse include predatory behaviour towards competitors (such as selling below cost), refusal to supply, applying dissimilar conditions to equivalent transactions with other trading parties and excluding others from the market. The exclusions to this prohibition can be found in the Third Schedule. Relevant information may be found in ss 47–53 of the Competition Act and in the revised “CCCS Guidelines on the Section 47 Prohibition”.
• Merger Control (s 54). Section 54 prohibits mergers and acquisitions (including full-function joint ventures) that result in a substantial lessening of competition. While the Merger Control regime in Singapore operates on a voluntary merger notification basis, the proactive approach of the CCCS towards investigating mergers means that it is advisable for parties to take on a more robust self-assessment towards deals that they are potentially undertaking (especially in assessing whether thresholds are crossed). The relevant parties may then decide to engage in pre-notification discussions with the CCCS in the lead-up to deciding whether this should be followed-up by a formal notification or seeking confidential guidance from the CCCS. The exclusions to this prohibition can be found in the Fourth Schedule. Relevant information may be found in ss 54–60 of the Competition Act, the revised “CCCS Guidelines on the Substantive Assessment of Mergers” and the “CCCS Guidelines on Merger Procedures 2012”.

WHAT YOU CAN EXPECT

• Competition lawyers are required to have a deep understanding of the markets in which their clients operate in. Given how market definition and the measurement of market shares are important factors in determining whether a prohibition has been breached, a lawyer will need to understand the product/service, substitutes, competitors, suppliers, customers, geographies and industry within which the client operates. Studying economics in the past and having strong commercial acumen will certainly help with this aspect of work.
• Given the increasingly proactive approach of the CCCS, competition lawyers are being pulled in more frequently to evaluate and advise on whether deals run the risk of being seen as anti-competitive by the CCCS and warrant early notification with the CCCS. Beyond potential legal consequences, CCCS scrutiny may also bring reputational damage, negative publicity and invite further questioning from shareholders, investors and other regulatory authorities. You may find yourself involved in discussions and negotiations with the CCCS, making a merger filing on behalf of the client, working to expedite the filing process and (in the case of larger cross-border transactions) acting as coordinating counsel in making merger filings in multiple jurisdictions.
• Beyond the eye-catching M&A deals, large companies (who already hold sizeable market share within their industries) may also require regular advice on their commercial agreements or even meetings/communications with distributors, suppliers, competitors, alliance partners and/or customers to ensure that terms relating to pricing, discounts, exclusivity, and other favourable or restrictive terms do not fall foul of competition law.
• The CCCS administers a leniency programme, where a party that provides sufficient evidence of cartel activities and cooperates with the investigation may qualify for immunity or a reduction in penalty. A client looking to qualify for a leniency programme will likely engage lawyers to guide it through the preparatory steps, submission of documents and discussions with the CCCS. You may also need to advise on further consequences, given that leniency granted by the CCCS does not protect against other competition authorities or private parties taking action against the client. Similarly, in the event that a client is faced with a CCCS investigation, it will likely also engage external lawyers.
• Proactive clients may request for assistance in a compliance audit or to formulate and implement a compliance programme, which may include (i) preparing policies, manuals, checklists and written undertakings clearly setting out an employee’s compliance obligations, (ii) conducting regular training and educating both management and other staff of their respective responsibilities, (iii) keeping proper records of relevant documents, meetings and communications, (iv) providing avenues for employees to report any suspicions and concerns, and (v) instituting disciplinary actions against infringing employees.
• Working in the CCCS, you can be expected to do investigative and regulatory work. Such work may involve (i) receiving and investigating complaints on anti-competitive behaviour (including dawn raids, requesting for documents, conducting interviews), (ii) crafting directions (e.g. requiring a company to modify or terminate its conduct) to be issued to companies or imposing a financial penalty, (iii) assisting with criminal investigations, and (iv) carrying out consultations and drafting of legislation, regulations, orders and guidelines.
• Decisions made by the CCCS and directions/commitments are publicly available on the CCCS website. Some notable infringement decisions include those issued against (i) SISTIC for abuse of dominance in 2010, (ii) Grab’s acquisition of Uber’s Southeast Asian business in 2018, (iii) 13 fresh chicken distributors for price-fixing and non-compete agreements in 2018, (iv) 5 capacitor manufacturers involved in a global cartel for price-fixing and information exchange in 2018, (v) 2 contractors specialising in non-residential interior fit-out tenders for bid-rigging in 2024, and (vi) 2 Chinese yuan remittance service providers for illegal information exchange in 2025.