The UK merger investigation process
The UK merger investigation process

The following Competition practice note provides comprehensive and up to date legal information covering:

  • The UK merger investigation process
  • Overview of the investigation
  • Notification strategy
  • Deciding whether to notify
  • Deciding when to notify
  • Pre-notification discussions
  • Informal advice
  • Notification
  • Internal document production
  • Non-notified mergers
  • More...

The UK merger regime is voluntary, which means that if a transaction falls within the scope of the UK merger rules, there is no requirement to seek prior clearance—it is up to the merging parties to decide whether or not to notify the CMA. However, if a transaction is not notified, there is a risk that the Competition and Markets Authority (CMA) may still investigate and may, ultimately, .order the disposal of the acquired business (or other businesses or assets).

Once started, a merger investigation follows a set process with strict timings:

  1. all investigations are subject to a phase 1 investigation—the CMA has 40 working days to issue its decision on whether a merger raises competition concerns and meets the test for referral for a phase 2 investigation, and

  2. where the CMA has concerns that it will restrict competition and the parties do not offer suitable remedies (called undertakings in lieu) that are accepted by the CMA, a more in-depth phase 2 investigation will be carried out by the CMA (albeit with an independent inquiry group, based on the former Competition Commission panels, making decisions in phase 2) which will last 24 weeks

Only those transactions that raise competition concerns that are not addressed by suitable remedies (called undertakings in lieu) offered by the parties are referred for a phase 2 investigation.

Ultimately, after phase 2, the

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