The Role of Commercially Sensitive Information in Indian Merger Control

In recent years, the significance of Commercially Sensitive Information (CSI) in Indian merger control has escalated, shaping the landscape of antitrust proceedings. The Competition Commission of India (CCI) has intensified its scrutiny on how access to CSI influences competitive behavior in the market. This article examines the evolving role of CSI in merger assessments, the regulatory framework surrounding its use, and the implications for investors and companies in India.

CSI, defined as any information crucial for maintaining or enhancing a company’s competitive position, includes details about pricing, production capacity, customer data, and strategic business objectives. According to Dr. Hemangini Dadwal, Senior Partner at AZB & Partners, "The exchange of CSI can lead to reduced competition among firms, as it undermines independent decision-making. Consequently, antitrust authorities, including the CCI, closely monitor such exchanges to prevent collusion."

Historically, access to CSI became more pronounced in the Indian merger control context following the CCI's 2020 ruling in the ChrysCapital/Intas case. The CCI allowed ChrysCapital to acquire a minority stake in Intas on the condition of relinquishing its board seat and implementing strict firewalls to prevent the exchange of CSI. This decision marked a pivotal shift, emphasizing the need for safeguards against potential collusion.

The CCI's subsequent rulings have further elaborated on the significance of CSI. In cases such as Google/Airtel and TPG/SVF, the regulatory body mandated the establishment of information barriers not only at the board level but also in operational areas to prevent access to sensitive data among competitors. Dr. Ashna Mahajan, an Associate at AZB & Partners, explains that "the CCI's heightened vigilance regarding CSI access reflects a broader trend towards stricter regulatory oversight in merger assessments."

As of 2024, the CCI has explicitly stated that any access to CSI disqualifies an investor from claiming the minority acquisition exemption, which previously applied to routine investments without strategic intent. This adjustment indicates a more stringent approach, as the CCI now evaluates the implications of CSI access regardless of the nature of the acquisition.

The definition and scope of CSI have also evolved. In 2025, the CCI updated its FAQs to clarify what constitutes CSI, highlighting the importance of transparency in merger control processes. The updated guidelines specify that while certain types of information like publicly available data and ordinary shareholder information are excluded from the CSI definition, anything that could impact a company's competitive standing is deemed sensitive.

The implications of these developments are significant for both investors and companies. The increased scrutiny on CSI access requires firms to reassess their strategic partnerships and investment strategies. For example, companies must now consider whether potential investments could inadvertently lead to access to sensitive information that might trigger regulatory challenges.

As the CCI continues to refine its guidelines and oversight mechanisms, the landscape of merger control in India will likely evolve further. Experts predict that the focus on CSI will intensify, potentially leading to more rigorous assessments of merger proposals and increased compliance costs for businesses. According to Dr. Ravi Kumar, an economist at the Indian Institute of Management, "The regulatory emphasis on CSI signifies a crucial turning point in how mergers and acquisitions will be approached in India. Companies must adapt to this new reality or face significant regulatory hurdles."

In conclusion, the growing significance of Commercially Sensitive Information in Indian merger control marks a critical evolution in the regulatory framework governing antitrust practices. As the CCI continues to adapt its policies, companies operating in India must remain vigilant and proactive in addressing the complexities surrounding CSI to ensure compliance and maintain a competitive edge in the marketplace.