Key Changes. Merger-Control Benched.

Introduction

Two Bills were tabled in Parliament to amend the Competition Act 2010 (Act 712) and the Competition Commission Act 2010 (Act 713), introducing key reforms.

However, as surprising as a star player missing a World Cup opening match was the omission of the long-awaited merger controls.

This article summarises the principal reforms introduced by the Bills.

Key Reforms in the Competition (Amendment) Bill 2026

The Competition (Amendment) Bill 2026 introduces a wide range of institutional and procedural reforms to strengthen MyCC’s investigation, enforcement and decision-making framework. Principal changes include:

Expanded scope:

• The Act would apply to any “commercial or economic activity”. Activities with an economic character—even if not expressly commercial—may now be subject to scrutiny.
• This wider framing captures non-traditional commercial arrangements and economic conduct that may not fit neatly within the previous definition, for example trade associations.
• Businesses should consider whether activities previously assumed to fall outside competition law—such as arrangements involving non-profit elements or activities with an economic character but not expressly commercial—may now be subject to scrutiny.
• Question: Does this raise questions on previous decisions where non-commercial enterprises, such as not for profit trade associations, were found liable for anti-competitive conduct?

Broader section 4 prohibition:

• The prohibition would apply to “any agreement”, not just horizontal or vertical agreements.
• Businesses should review all commercial arrangements for potential exposure. Any agreement—regardless of the parties’ position in the supply chain or industry—may be caught if it has the object or effect of significantly preventing, restricting or distorting competition.
• Question: Does this raise questions on previous findings against hub-and-spoke cartels?

Other key amendments:

• Enhanced information-gathering: MyCC would have wider powers to compel information from Government entities (such as ministries and statutory bodies) and conduct market reviews.
• Warning letters and interim measures: MyCC may issue warning letters after preliminary inquiries and impose interim directions during ongoing investigations. The Bill expands interim-measures powers so that MyCC can act to prevent serious and irreparable harm while an investigation is ongoing. Businesses may face binding directions to suspend agreements or cease conduct at an earlier stage, before any final infringement decision.
• Settlement mechanism: Enterprises admitting liability may receive up to 40% penalty reduction, in addition to any leniency discount. Enterprises under investigation may now resolve matters more efficiently by admitting liability and accepting a settlement. In return, MyCC may reduce the financial penalty by up to 40%. This creates a clear incentive for early co-operation, potentially shortening investigation timelines for both the regulator and the enterprise. The settlement discount is in addition to any leniency reduction available under section 41.
• Leniency programme updates: Up to 100% penalty reduction remains available, but enterprises that coerced others into the cartel will likely receive lower reductions. This change sharpens the incentive for whistle-blowing by non-coercive cartel members and increases the risk for ringleaders.
• Decision-making procedures: Formalised process for proposed decisions, written and oral representations, and supplementary proposed decisions.
• Appeals: CAT decisions are no longer final. Appeals to the High Court are available on questions of law or penalty quantum only. This provides an additional layer of judicial oversight but does not open a full merits review. Enterprises planning to challenge MyCC decisions should anticipate a two-tier appellate process.
• Whistleblower and informer protections: Informer identities are protected and rewards may be paid.
• Confidentiality and obstruction: Enhanced confidentiality obligations and offences for attempted destruction of records.

Competition Commission (Amendment) Bill 2026

The companion Bill amends Act 713 primarily to:

• rename the “Competition Commission” as the “Malaysia Competition Commission”;
• clarify and expand the Commission’s functions to include advising the Minister or other public or regulatory authority on policies, procedures and programmes relating to competition;
• empower the Commission to impose financial penalties, late-payment charges, fees, and administrative charges;
• permit delegation of the Commission’s functions and powers; and
• update provisions relating to the appointment of Commission officers and secrecy provisions.

What happened to the Merger-Control Proposals?

Not all proposals from the 2022 public consultation have been carried into the 2026 amendments. Most significantly, the proposed merger-control regime is absent from both Bills.

In April 2022, MyCC issued a public consultation proposing to add a comprehensive merger-control chapter to the Competition Act 2010. The key elements of that proposal were:

• a prohibition on mergers (or anticipated mergers) that result, or may result, in a substantial lessening of competition;
• a hybrid notification model combining mandatory pre-notification for transactions exceeding prescribed thresholds with voluntary notification for those below;
• a standstill obligation prohibiting consummation of mandatorily notifiable anticipated mergers pending MyCC’s determination; and
• ancillary provisions for penalties and merger-specific investigation powers.

The Competition (Amendment) Bill 2026 however does not include the proposed merger provisions.

Practical Implications

• No merger filing obligation: There remains no statutory requirement to notify mergers or acquisitions to MyCC.
• Not withstanding the absence of merger notification requirements, parties to mergers involving competitors should be aware that the Chapter 1 prohibition continues to apply. Merger parties who are competitors in the same market must therefore take care during the transaction process to ensure that any exchange of information or coordination does not amount to an anti-competitive agreement.
• Accordingly, parties to mergers between competitors should implement sufficient safe guards to mitigate competition law risk during the pre-completion period. These safeguards typically include clean team protocols to restrict access to competitively sensitive information, strict confidentiality obligations, and information barriers that prevent commercial teams from accessing the other party’s pricing, customer or strategic data until closing.
• Sector-specific regimes still apply: The aviation and communications sectors retain their own merger-control rules under the Civil Aviation Authority of Malaysia Act 2017 and the Communications and Multimedia Act 1998 respectively.
• Future developments: The omission of merger control from the present Bills does not preclude its introduction in a subsequent legislative exercise.

Alternative Pathway: Merger Control Through Subsidiary Legislation

Does the Competition Act 2010 need to be amended to introduce merger controls?

• The Minister has broad powers under the Competition Act 2010 to make regulations necessary or expedient for giving full effect to the provisions of the Act.
• Accordingly, the Minister could issue regulations to regulate mergers under section 65, prescribing notification thresholds, stand still obligations and assessment procedures. This approach would allow Malaysia to establish a functional merger-control framework without the need for further primary legislation.
• This regulatory approach mirrors the model adopted by the Malaysian Communications and Multimedia Commission (“MCMC”) in the communications sector. The Communications and Multimedia Act 1998 does not contain any express provisions for merger notification and assessment. Nevertheless, MCMC published its Guidelines on Mergers and Acquisitions, establishing a voluntary merger-assessment framework under existing provisions of the Act—specifically sections 133 and 139(1), which prohibit conduct that substantially lessens competition. MCMC achieved this without any amendment to its primary legislation, relying instead on its general regulatory powers and the broad prohibition on anti-competitive conduct.
• MyCC could adopt a similar approach under the Competition Act.

This briefing is for general informational purposes only and does not constitute legal advice. Please contact us if you require advice on how these developments may affect your business.