The power to approve mergers is now granted to the Commission, instead of the Securities and Exchange Commission (“SEC”). As hitherto applicable, the participants to a small merger do not need to notify the Commission, unless the Commission specifically requests that they do so within six months of deal close. The Act also prescribes rules for large mergers as the only other type of mergers. The definition of mergers under the Act is all-encompassing and includes acquisitions. Consequently, although the Act did not independently define ‘acquisitions’, it seems to have extended the term ‘merger’ to include ‘acquisitions’.
Disappointingly, the Act does not go far enough to cover the current gap in the Investments and Securities Act (ISA) and SEC Rules around de-mergers, spin-offs, deconsolidations, etc. Consequently, there are still no provisions governing such transactions. Mergers under the Act are still regulated, using the size designation thresholds. However, the Commission has yet to issue guidelines to delimit the threshold. We envisage that the threshold under the ISA will be modified.