The following Competition guidance note Produced in partnership with K&L Gates LLP provides comprehensive and up to date legal information covering:
There are generally three principal categories of provisions in the transaction agreement (eg sale and purchase agreement) that will need to be considered from a competition law perspective:
merger control conditions to closing
competition warranties; and
For the purposes of this Practice Note, the individual parties are referred to as 'seller' and 'buyer' (though similar considerations will generally be relevant to the parties to a joint venture).
For examples of clauses that can be used in a sale and purchase agreements, see further: Standard competition law clauses for sale and purchase agreements.
Note–if an offer is made for a target (or potential target) company that has securities that are admitted to trading on a regulated market or a multilateral trading facility in the UK or on any stock exchange in the Channel Islands or the Isle of Man then the Takeover Code may apply (see further, Merger control and the Takeover Code).
For more information on the competition law issues to consider during a corporate transaction, see further, Competition law and corporate transactions—checklist.
It is common for the parties to a transaction agreement to agree that the transaction shall be conditional upon merger control approvals having been received and no relevant competition authority having raised objections to the transaction.
The precise text of such a condition, and whether
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