Competition law and corporate transactions
Produced in partnership with K&L Gates
Competition law and corporate transactions

The following Competition practice note produced in partnership with K&L Gates provides comprehensive and up to date legal information covering:

  • Competition law and corporate transactions
  • Merger control conditions to closing
  • Application of merger control rules to joint ventures
  • Drafting considerations from the seller’s perspective
  • Drafting considerations from the buyer’s perspective
  • Competition warranties
  • Drafting considerations from the seller’s perspective
  • Drafting considerations from the buyer’s perspective
  • Non-compete covenants
  • Other restraints

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:

  1. merger control conditions to closing

  2. competition warranties; and

  3. non-compete covenants.

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.

Merger control conditions to closing

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 indeed it is necessary or desirable,

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