Panel publishes consultation paper on dual class share structures, IPOs and share buybacks

The Panel’s Code Committee published a consultation paper, PCP 2025/1, proposing amendments to the Code to address the regulatory treatment of dual class share structures (DCSS), clarify disclosure obligations at a company’s initial public offering (IPO), and simplify the rules governing share buybacks. The proposals aim to modernise the Code in light of recent market developments, particularly the introduction by the Financial Conduct Authority (FCA) of the UK Listing Rules, and to ensure that the Code continues to provide fair and effective protection to shareholders. In relation to share buybacks, the consultation proposes; amendments to make the rules clearer and more concise; and amendments to the provisions on ‘disqualifying transactions’ to remove restrictions on companies conducting share buybacks under an annual shareholder authority.

The FCA also published its new Prospectus Rules: Admission to Trading on a Regulated Market sourcebook. A key change impacting on share exchange offers involving a prospectus will be made to the threshold at which a prospectus is required on a secondary share issue – this has been increased from 20% to 75% of existing listed share capital for most issuers. This comes into force on 19 January 2026.

Panel publishes note on cancellation of admission to trading

With effect from 3 February 2025, changes were introduced to the Code. These changes, which were initially proposed in a consultation paper titled ‘Companies to which the Takeover Code applies’ (PCP 2024/1) published on 24 April 2024, were set out in Response Statement RS/ 2024/1  and formalised in Instrument 2024/3 released on 6 November 2024. The changes to the Code provide for a new jurisdictional framework, narrowing the scope of the companies to which the Code applies and refocusing the application of the Code to companies with a registered office in the UK, the Channel Islands or the Isle of Man and whose securities are (or were recently) admitted to trading on a UK regulated market, a UK multilateral trading facility, or a stock exchange in the Channel Islands or the Isle of Man. Additionally, a two-year transition period from 3 February 2025 to 2 February 2027 was introduced to allow companies and their shareholders to adapt to these changes.

On 3 February 2025, the Panel published a new note, providing guidance to advisers on the cancellation of admission to trading for companies subject to the Code. It clarifies that companies with registered offices in the UK, Channel Islands, or Isle of Man, whose securities are admitted to trading on specified markets, will remain subject to the Code for two years following cancellation, regardless of their place of central management and control or whether they re-register as private companies. The Panel advises early consultation with the Executive for companies planning a cancellation to ensure appropriate shareholder disclosure regarding the Code’s continued application and outlines a recommended procedure to follow, including notifying the Executive of the proposed cancellation. The Panel also updated its note on re-registering public companies classified as ‘transition companies’ as private companies. It clarified that if such a company re-registers as private before 3 February 2027, the Code will cease to apply, unless the company falls within certain specified categories.

New UK merger control thresholds come into force

On 1 January 2025, the UK merger control thresholds changed. The changes form part of a global trend of competition regimes capturing an increasingly broader set of M&A deals, allowing regulators to focus their time and resources on deals that have the most impact regardless of size or type.

Previously, the Competition and Markets Authority (CMA) could review transactions when either: (i) the target’s UK turnover exceeded £70m (the turnover test); or (ii) the transaction resulted in the parties having a combined share of supply or purchase of goods or services of any description of 25% or more (the share of supply test). The Digital Markets, Competition and Consumers Act 2024 (DMCCA) increases the turnover test from £70m to £100m but makes no change to the share of supply test.

In addition, the DMCCA introduced:

• A new threshold allowing the CMA to review mergers where:

1. one party has a 33% or more share of supply in the UK and UK turnover exceeding £350m, and
2. the other party is either a UK entity, carries on activities in the UK or supplies goods or services in the UK

• A ‘de minimis’ threshold excluding transactions from review where both parties’ UK turnover is £10m or less. The de minimis test does not apply to transactions in the media sector

These changes came into force on 1 January 2025.

Comment: The last major changes to the UK’s merger control thresholds were over 20 years ago. Since then, the landscape of business and competition has evolved substantially. The most significant change is the addition of the new threshold. This allows the CMA to review acquisitions involving targets with little or no turnover in the UK, and to review mergers that involve parties that operate at different levels of the supply chain or in entirely separate industries. In particular, it enables the CMA to review ‘killer acquisitions’, which refers to dominant companies acquiring a smaller, nascent competitor to eliminate potential future competition. This is often seen in dynamic markets and has recently been an area of concern for the CMA and other competition authorities. This change to the turnover threshold is to reflect inflation adjustments and enable the CMA to focus its resources on transactions of a certain scale. Similarly, the de minimis test enables the CMA to exclude transactions where neither party achieves meaningful sales in the UK from its remit.

CMA launches review on merger remedies and publishes Mergers Chater

On 12 March 2025, the CMA launched a formal review (Call for Evidence) regarding its approach remedies in merger cases.

In November 2024, Sarah Cardell, Chief Executive Officer at the CMA, announced the CMA’s intention to review its merger remedies process and, in particular, look at when behavioural remedies may be appropriate. Historically, the CMA has preferred to use structural remedies (ie divesting businesses or substantial part(s) of them) rather than behavioural remedies (ie remedies aimed at future conduct). This is because structural remedies generally offer simpler solutions which remove the anti-competitive overlap outright and do not require ongoing monitoring.

However, this approach has become increasingly out of line with other competition regulators’ more flexible approach. For example, in August 2023, the CMA blocked the Microsoft/Activision Blizzard merger and rejected behavioural remedies offered by the parties. This contrasted with the Commission, which cleared the merger subject to the parties’ proposed behavioural remedies. The parties filed a restructured deal with the CMA (providing for the sale of Activision’s cloud streaming rights to Ubisoft), which was cleared in October 2023.

Interestingly, in December 2024, the CMA cleared the Vodafone/CK Hutchison merger at phase 2, subject to behavioural remedies to invest in their combined 5G network and short-term commitments on certain prices and commercial terms. This marked a departure from the CMA’s historic preference for structural over behavioural remedies, although the CMA was keen to emphasise the role of Ofcom (as the sector regulator) in assisting with the monitoring of the remedies proposed. However, a proposal for a novel behavioural remedy in GXO/Wincanton was rejected in favour of a more traditional undertaking to dispose of an overlap business.

Against this backdrop, the CMA launched its merger remedies review on 12 March 2025.

In the Call for Evidence, the CMA is seeking views on three broad themes: (i) the CMA’s approach to remedies; (ii) preserving pro-competitive merger efficiencies and merger benefits; and (iii) running an efficient process.

Following the Call for Evidence, the CMA plans to consult on specific proposals for changes to its merger remedies approach in early autumn 2025, with a view to implementing any changes by the end of the year.

The deadline for responding to the Call for Evidence closed on 12 May 2025.

On the same day, the CMA also published its new Mergers Charter, which provides an overview of the CMA’s principles and expectations for engaging with businesses and their advisers during merger reviews. The CMA’s Executive Director for Mergers, Joel Bamford, explained that the Charter ‘is a statement of clear intent that the CMA is fully committed to engaging directly with businesses… on our process and the outcome these generate’. The Mergers Charter entrenches the CMA 4Ps framework in its approach to mergers:

• Pace: The CMA will conduct reviews efficiently and in a targeted and streamlined manner, aiming to focus rapidly on key potential competition issues while dropping lines of inquiry where there are no clear concerns.
• Predictability: The CMA will aim to provide greater certainty on which deals it is likely to review, providing regular updates to businesses if a review is started.
• Proportionality: The CMA will take a proportionate approach to minimise the burden on businesses that may come under review, including over which deals it calls in, prioritisation of the concerns for investigation, the scope of information requests, and the design of remedies
• Process: The CMA wants to ensure direct, helpful and constructive engagement with businesses during reviews.

Although the Mergers Charter seeks to promote a more open and transparent approach to engagement with businesses, the CMA also emphasises that successful outcomes will require businesses and their advisers to engage constructively with the CMA. The CMA notes that it expects businesses, including senior personnel, to engage directly with the CMA where possible, and that advisers should facilitate constructive and timely engagement with the CMA at all times.

Comment: These developments stem from the CMA’s ongoing commitment to promoting UK growth and investment by improving the way that UK merger control operates, following criticism from Government and businesses. They entrench the CMA’s focus on the ‘4Ps’ framework set out by Sarah Cardell: pace, predictability, proportionality and process. The merger remedies review is further indication of the CMA’s move away from its strong preference for structural remedies over behavioural remedies.

CMA clears first case under new phase 2 merger process

On 6 March 2025, the CMA concluded its first phase 2 review under the revised process and cleared Amex Global Travels’ (GBT) acquisition of CWT. The CMA had initially identified competition issues but changed its view late in the process.

Both parties provide travel agency services to business customers and allow corporate customers to search for, book and manage expenses on behalf of business travellers. Both parties supply customers globally.

The CMA’s investigation focused on the supply of services to customers with a high total spend and requirements spanning multiple regions. The supply of these services was found to be global (ie suppliers based anywhere in the world can compete to provide such services).

The CMA found this segment of the market was characterised by two large players (the acquirer, GBT, and its competitor, BCD) and a tail of smaller competitors. The long tail of competitors included FCM, CTM, Navan, and the target (CWT).

Unusually, the Inquiry Group was divided on whether the merger gives rise to competition concerns.

Comment: This was the first merger to be reviewed under the CMA’s new ‘streamlined’ phase 2 process. The decision is consistent with the CMA taking a more proportionate approach to reviewing global deals.

UK Government publishes final version of growth-focused steer to the CMA

On 15 May 2025, the UK Government published the final version of its growth-focused strategic steer to the CMA, following consultation on its draft strategic steer earlier this year. It also published a summary of the consultation themes and its responses to them.

The initial draft strategic steer was published in February 2025 and outlined the Government’s expectations for how the CMA should support its pro-growth and pro-investment agenda, whilst remaining independent in its enforcement and decision-making. Following consultation, there are only limited differences between the draft and final steer, many of which are non-substantive.

The CMA has already set out how it plans to put the steer’s objectives into action in various forms of activities through its ‘4Ps’ framework. This focuses on greater pace, predictability, proportionality, and improved process (the steer sets out the Government’s expectation that the CMA’s action should be ‘swift, predictable and proportionate’).

In relation to merger control activities, the CMA plans to introduce new key performance indicators (KPIs) to shorten review periods for straightforward cases and has launched a review of its approach to remedies (see above). It has also committed to clarifying its jurisdictional reach over M&A through updated guidance and has set out how it will better engage with businesses throughout the merger control process (see below).

Finally, the CMA has stated that it is exploring where it might be appropriate to watch whether action by other antitrust authorities could address UK concerns (suggesting its willingness to take a more back-seat role in the review of global transactions).

Comment: Each of the elements highlighted above will result in an important shift in the CMA’s approach to merger control enforcement. Taken together, they may well pave the way for a more permissive outlook for review of M&A in the UK.

CMA launches consultation on guidance on merger investigations

On 20 June 2025, the CMA launched its consultation on proposed changes to its guidance on merger jurisdiction and procedure (CMA2) and to the merger notice template. The proposed changes are designed to embed the CMA’s new ‘4Ps’ (pace, predictability, process, and proportionality) framework into the mergers processes.

The proposed revisions to the guidance implement the CMA’s previously announced intention to:

• Provide additional clarity, within the existing statutory framework, on the CMA’s jurisdiction to review mergers by providing additional guidance (with examples) on the application of ‘material influence’ test and the ‘share of supply test’
• Clarify that, in relation to multi-jurisdictional mergers, the CMA is more likely to investigate mergers involving global firms that have UK-specific impact, and which tend to involve local or national markets, than mergers that concern exclusively global (or broader than national) markets
• Introduce KPIs setting a 40 working day timescale for the pre-notification stage and 25 working days for phase 1 clearance of straightforward mergers. The CMA has expanded its guidance on the information to be provided during pre-notification. The CMA is also proposing certain revisions to the merger notice template. The submission of a draft merger notice will be key in starting the 40-day timetable for pre-notification discussions. The CMA also intends to increase engagement with the merger parties at the pre-notification stage, including through teach-ins and update calls

The KPIs in relation to pre-notification and straightforward phase 1 cases will apply to cases where the initial merger notice is submitted after 20 June 2025.

The CMA’s consultation closes on 1 August 2025.

Comment: The proposed changes to the guidance relate to clarifications of the CMA’s approach and reflect the CMA’s current practice. Many of the proposed enhancements to the CMA’s process have already started to be implemented in recent cases.

Government announces important changes to UK’s NSI regime and launches consultation on mandatory sectors

On 23 June 2025, the UK government, as part of its Industrial Strategy,, announced plans to hold a 12-week consultation review of the mandatory National Security and Investment Act (NSIA) regime to make the UK’s investment rules more ‘predictable and proportionate’. On 22 July 2025 the UK government:

• Announced that certain types of low-risk transactions will be removed from the scope of the NSIA’s mandatory regime. The new carve-outs from the mandatory notification regime for low-risk transaction types will see the exemption of some or all internal reorganisations and the appointment of liquidators, special administrators, and official receivers from mandatory notification requirements. The UK government has said it will seek to bring secondary legislation to Parliament to implement this in due course, but timing is currently unclear.
• Launched a consultation on updates to the sectors that are subject to mandatory notification. The review could see possible changes to the 17 current sensitive sectors covered by the NSIA regime as the government attempts to prioritise growth without diluting protections to UK intellectual property law. The stated intention is to improve clarity and to bring the sectors up to date with the latest economic and technological developments.

Keysight Technologies fined for failing to provide documents to the CMA during phase 1 investigation

On 15 April 2025, the CMA fined Keysight Technologies (Keysight) £25,000 for failing to provide documents in response to an information request in the context of a phase 1 investigation into its acquisition of Spirent Communications plc. The CMA found that Keysight unreasonably failed to comply with the requirements imposed on it by a request for information issued on 4 September 2024 under section 109 of the Enterprise Act 2002.

The CMA had issued the notice for the purpose of investigating the acquisition and deciding whether it gave rise to competition concerns in the UK. The CMA required Keysight to produce all internal documents produced between 28 June 2022 and 29 May 2024 which discussed specific issues identified by the CMA. Keysight only produced 11 documents by the deadline set out in the first notice, which the CMA considered to be insufficient. The CMA therefore issued a second information notice for documents covering the same issues but spanning a longer period of 28 June 2020 to 29 May 2024. This time Keysight provided 115 documents, 66 of which the CMA considered should have been provided in response to the first request.

When considering aggravating and mitigating factors, the CMA considered (amongst other things) that the documents that had not been provided were highly pertinent to the CMA's merger inquiry, and that because the documents were not provided, the CMA had had to proceed with its investigation based on incomplete information for around 1.5 months.

The CMA concluded that there was no reasonable excuse for Keysight’s failure to comply in full after the first notice. The CMA further concluded that a fine of £25,000 was appropriate in that it reflects the seriousness of Keysight’s failure to comply in full with the first notice, would act as a deterrent to Keysight and others in the future, and is not disproportionate by reference to Keysight’s financial resources.

Comment: The latest CMA penalty notice is a reminder to businesses of the importance to respond comprehensively and in a timely fashion to all CMA requests under section 109 notices. This will require robust processes to identify the relevant responsive documents and a transparent approach with the CMA during which any concerns are raised with the CMA in good time.

Growth a focus point for the EU Commission

Growth is high on the agenda in the EU as well, with the Draghi Report calling for an overhaul of competition rules to give EU companies the scale to compete with Chinese and US companies.

Commission launches consultation on its review of the EU Merger Guidelines

On 8 May 2025, the Commission launched a general consultation to seek feedback on its ongoing review of the EU Merger Guidelines. The review will cover both sets of guidelines for the assessment of mergers between actual or potential competitors on the same relevant market (ie the 2004 horizontal mergers guidelines) as well as those for the assessment of mergers between companies operating at different levels of the supply chain or in neighbouring markets (ie the 2008 non-horizontal merger guidelines). The aim is for the revised guidelines to provide a ‘comprehensive, predictable and lasting framework’ for all types of mergers that is fit for purpose. The Commission recognises there have been numerous transformational changes in the economy since the introduction of both sets of guidelines, ranging from digitalisation and globalisation to decarbonisation, which can impact competitive dynamics in many markets. The current review therefore seeks to update the assessment framework for mergers considering these fundamental market changes.

Indeed, the consultation seeks views on the effectiveness, efficiency, relevance, and coherence of the current guidelines and focuses on how these should be updated for the Commission’s merger assessment to give adequate weight to innovation, efficiency, resilience, sustainability, the time horizons and investment intensity of competition in certain strategic sectors, the changed defence and security environment, and ‘other acute transformational needs of our times’.

In parallel to the general consultation, the Commission issued a targeted in-depth consultation which seeks more detailed and technical input elaborating on seven issues raised in the general consultation. To this end, the Commission published seven focused papers on a wide range of current challenges and the legal and economic parameters used in its merger control assessment. These papers (which will form the base for continued stakeholder engagement, including through dedicated workshops) relate specifically to competitiveness and resilience, market power, innovation, and other dynamic elements in merger control, sustainability and clean technologies, digitalisation, efficiencies, public policy, security, and labour market considerations.

The Commission’s consultation on the general public questionnaire and the in-depth consultation questionnaires closes on 3 September 2025. The adoption of the revised merger guidelines is planned for the fourth quarter of 2027.

Comment: The review will modernise the Commission’s framework for assessing the impact of mergers on competition. This will allow the Commission to reflect the approach it has taken in cases it has reviewed in the years since the guidelines were published. The review may also lead to a major refresh. Teresa Ribera, the Commission’s Competition Commissioner, emphasises that it will allow the Commission ‘to take account for disruptive changes in our societies and our economies’, including digitalisation. She adds that it will enable the Commission to ensure that ‘innovation, resilience, and the investment intensity of competition are given adequate weight in light of the European economy’s acute needs.’.

Change in approach to ‘killer acquisitions’ in the EU

We may see more killer acquisitions escaping ex-ante merger control in the EU than in years prior following the Illumina/Grail decision (which struck down the Commission’s interpretation of Article 22 of the EUMR allowing referrals of below-threshold transactions). It remains unclear how the Commission plans to address the gap left by this decision, or whether this will be dealt with by new merger rules.

Potential consolidation in EU defence sector

As geopolitical tensions escalate, consolidation in the fragmented EU defence sector has come onto the agenda, with the Defence Readiness Omnibus package released on 17 June setting the scene for merger reforms aimed at possible defence sector consolidation.

The package highlights that the Commission’s ongoing review of its merger guidelines will give “adequate weight”’ to the changed security environment and, in particular, assess the “overall benefits from enhanced defence and security within the Union leading to efficiencies.” But it also stresses the benefits of the EU merger control regime in supporting competitive markets that both deliver cutting edge technology and cost effectiveness for Member State budgets.

Member States reach common ground on new EU FDI Regulation

In June 2025, the EU Member States found common ground on revamping the revised rules relating to foreign direct investments (FDI).

The Member States’ proposal sheds significant light on the likely movement of the EU FDI Regulation reforms, and what shape the final version may be expected to take. As they currently stand, key proposed changes include:

• Requirement on Member States to enact FDI legislation. The EU Parliament and Member States have agreed on the requirement on Member States to enact FDI legislation. Following the entry into force of Greece’s new regime there are now just three Member States that are still working on introducing a screening mechanism, namely Bulgaria, Croatia and Cyprus.
• Procedural harmonisation of national screening mechanisms. The reforms promise greater harmonisation and procedural alignment, including updated reforms requiring more uniformity on deal timelines.
• Substantive harmonisation of national screening mechanisms. The updated reforms remove an earlier proposal to require authorisation for foreign investment in targets like dual-use, semiconductors, critical raw materials, media services, artificial intelligence (AI) and transport infrastructure and instead propose requiring authorisation only for specific listed projects or targets active in the EU Common Military List.
• Greenfield investments out of scope, unless Member States wish to include them. The updated proposal agreed by the Council states that greenfield foreign investments do not fall within the minimum scope of screening mechanisms, but Member States are free to decide whether or not to include such investments in their screening mechanisms.
• Alignment of multi-jurisdictional transactions. The reforms contain procedures for multi-jurisdictional transactions aimed at encouraging applicants in multi-jurisdictional transactions to file in all Member States at the same time, timeframes for Member States to review and including alignment in disclosure requirements.
• Extended scope. The proposals would expand the scope of the mechanisms to cover transactions in the EU where the direct investor is ultimately owned by individuals or entities from a non-EU country.

Notably, an earlier proposed introduction of an “own initiative” procedure (which would have allowed both Member States and the EC to review unnotified foreign investments that may affect security and public interest) has been removed in the latest iteration from Member States, despite EU Parliament support for this procedure.

The revisions aim to reflect the new geopolitical and security challenges since the regulation took effect in 2020, as well as to address perceived gaps and shortcomings identified during its first few years of operation.

Comment: The Regulation will need to be negotiated by representatives of the EU Parliament, the Council and the EC. These trilogue meetings can take 3-4 months for more complex situations and are not expected to start until after the Summer period (i.e. September). This means we may see a political agreement being reached in trilogue meetings at the end of the year, at the earliest.