China's State Administration for Market Regulation (SAMR) opened a public comment period on Friday (the 22nd) for the draft revisions to the Guidelines for Corporate Antitrust Compliance Overseas. These revisions are intended to strengthen the antitrust compliance awareness of Chinese companies operating internationally and help mitigate associated legal risks. The deadline for submitting feedback is set for September 29, 2026.
The key updates in the draft are organized into several core areas. First, the revisions reflect the latest regulatory trends and global developments. To better inform businesses about emerging antitrust enforcement priorities abroad, the revised text summarizes and adds recent legislative and enforcement changes. This includes incorporating antitrust enforcers' focus on the digital economy within chapters covering monopoly agreements, abuse of market dominance, and merger control. It also clarifies the latest merger filing thresholds in major jurisdictions such as the EU, the US, and Germany, while highlighting the need to monitor foreign investment screening and foreign subsidy review regimes. In light of the rising number of overseas antitrust lawsuits and investigations, the additions also cover rules on private civil litigation in key jurisdictions, supplementing the existing information on administrative fines and criminal liability.
Second, the draft provides more detailed rules for specific jurisdictions. Recognizing the diverse regulatory requirements and enforcement priorities across different markets, the revisions select representative jurisdictions—those with active antitrust enforcement, significant Chinese investment and M&A activity, and distinctive antitrust legal systems. The drafting process refines the previous references to "some jurisdictions" with enumerations of specific rules, enabling companies to better identify and assess risk when undertaking investment or business operations in those regions.
Third, the revisions improve channels for remedy, rights protection, and compliance consultation services. A new chapter, "Service Guarantees and Compliance Resource Acquisition," has been added to help companies effectively access remedies and support. This section outlines professional service resources, support from social organizations, government service guarantees, methods for accessing compliance information, and the development of compliance resource databases. It also spells out the specific methods and channels companies can use to seek remedies and report issues.
Fourth, the updated guidelines incorporate typical case studies to explain legal principles through real-world examples. To strengthen the practical guidance and warning effectiveness of antitrust enforcement, 15 typical cases from recent global antitrust litigation and investigations have been added. These detailed case backgrounds, penalty outcomes, and compliance insights translate professional legal provisions into accessible practical guidance, helping companies better understand the law and align their business conduct to avoid antitrust risks.
Fifth, the draft adds appendix tools such as a risk identification checklist to boost operability. Based on legal requirements and practical experience, the revisions introduce six annexes: a self-check list for overseas antitrust risks, key points for building a compliance management system, procedures for responding to surprise inspections, a response process for antitrust litigation, a process for merger filing and review, and the standards and characteristics for merger filing in certain jurisdictions. These appendices are designed to serve as a readily usable toolbox to help companies implement compliance requirements effectively and respond to issues in a timely manner.