When Advising on the Competition law implications of a corporate transaction, it is important to consider how any competition law issues should be reflected in the sale and purchase Agreement and how responsibilities and risks are allocated between the parties.

In particular, where any merger control filings are required, the implications of those need to be properly addressed in the conditions precedent and covenants (to determine whether there are any merger control filings required, see further Multi-jurisdictional merger grid—jurisdiction).

In addition, following on from the due diligence, it will be necessary to consider what warranties may be necessary to address any competition law issues (for more detail on competition law due diligence, see further Competition law due diligence—checklist).

The competition law implications of any proposed non-compete terms between the parties to the transaction should also be considered.

Below are example clauses for the sale and purchase agreement dealing with these competition law issues in relation to EU and UK competition law (note—other jurisdictions, both within the EU and beyond, may also need to be considered).

For