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PRACTICE NOTES
NOTE—to see whether notification thresholds in the UK and throughout the world are met, see Where to Notify. 1. Have there been any recent developments regarding the UK merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in the UK? CMA’s new approach to merger control In February 2025, the CMA announced its new approach to merger control aimed at supporting growth and enhancing business and investor confidence, while continuing to protect effective competition for the benefit of UK businesses and consumers. This approach focuses on making merger review faster, more predictable and proportionate, alongside improving engagement with businesses (what the CMA describes as the four ‘Ps’—Pace, Predictability, Proportionality and Process). Since then, a number of important developments have taken place: • New Mergers Charter: On 12 March 2025, the CMA published a Mergers Charter setting out principles for engagement between the CMA and merger parties, including expectations around timing, transparency and cooperation. The Mergers Charter is centred on the four ‘Ps’ described above.
PRECEDENTS
Overview This questionnaire contains a sample list of questions that can be used to obtain information to determine whether a particular transaction may be caught under section 3 of the Enterprise Act 2002. This questionnaire does not address the issue of whether ‘two or more enterprises have ceased to be distinct’. It has been drafted on the basis that the transaction is an acquisition by the acquirer of the Ttarget, which is an ongoing business. Accordingly, provided that one of the jurisdictional tests is satisfied the transaction will give rise to a relevant merger situation. For further information on the application of the UK merger control rules, see A 'relevant merger situation' under UK merger rules. Once the application of the UK merger control rules has been confirmed, more detailed information will be required for the purposes of conducting a substantive assessment of the competition issues connected with the transaction and to determine the economic market definitions that may apply. For further information on the substantive assessment of UK mergers and the drafting of the UK Merger
CHECKLISTS
This Checklist summarises the main categories of information that merger parties must submit when filing a merger notification with the CMA using the prescribed merger notice (latest version 28 October 2028). Transaction overview The merger parties should provide a clear an concise overview of the transaction, including its structure, rationale, an key commercial terms and procedural status (ie anticipated, completed and whether the transaction is already public). • transaction structure (eg acquisition, merger, joint venture (JVs)) and explanation of the level of control or influence being acquired • key terms and consideration • timeline (ie signing, announcement, completion etc) • strategic and economic rationale • funding arrangements • ownership structure (pre- and post-transaction) • any existing link between the parties • applicability of the Takeover Code (if relevant) Parties to the Transaction The merger parties should provide detailed information about each party involved in the transaction, including their business activities and organisational structure and the activities most relevant to any horizontal or vertical overlaps. Description of each party The merger parties should provide detailed information about each
CHECKLISTS
This Checklist provides a practical guidance on the ‘do’s, don’ts and maybe’s’ when preparing and submitting a merger notice to the Competition and Markets Authority (CMA). UK merger control is voluntary. Where the parties decide to make a formal notification, the CMA will ordinarily require a period of pre-notification engagement before a merger notice is accepted as complete and the Phase 1 investigation commences. The statutory timetable does not begin on submission of a draft merger notice, but only once the CMA confirms that the notification is in the prescribed form and contains the information required to initiate its investigation. In practice, the quality of the draft merger notice, the assembly of supporting materials and data, and the timeliness of responses to the CMA during pre-notification will be key determinants of the overall burden and timing of the process. This Checklist therefore focuses on the preparation and submission of a merger notice, rather than the wider question of whether a UK notification should be made (see further: Notifying a transaction to the CMA—factors to consider—checklist). Steps
PRACTICE NOTES
Under the Enterprise Act 2002 (EA 2002), when investigating mergers, the Competition and Markets Authority (CMA) has the power to accept remedies (undertakings in lieu (UiL)) after a phase 1 investigation and impose remedies after a phase 2 investigation. The CMA cannot impose remedial action on parties at phase 1. Rather, it is up to the parties to offer UiLs to avoid a phase 2 investigation. The different types of remedies that can be accepted or imposed include: • structural remedies, for example: ◦ divesting all or part of the business acquired, or to be acquired, to a suitable purchaser ◦ carving a divestiture package out of the two merging businesses, with the purchaser keeping some of both businesses and selling some of them too ◦ keeping the acquired business and divesting the business already owned ◦ the sale of key assets (eg a manufacturing plant or take-off/landing slots at an airport) ◦ licensing/assigning brands and/or IP rights (this is a specialised type of structural remedy) • behavioural remedies, for example: ◦ price controls
PRACTICE NOTES
This summarises completed UK merger enforcement actions since 2017. For information on completed Commission phase I merger investigations, see UK phase 1 mergers—closed cases tracker. For information on completed Commission phase II merger investigations, see UK phase 2 mergers—closed cases tracker. 2025 Case Stage Industry sector Issues Decision Keysight/Spirent (anticipated acquisition) Phase 1 Telecommunications Failure to comply with s109 notice • Penalty notice imposed—15/04/2025; £25,000 fine imposed 2024 Case Stage Industry sector Issues Decision Theramex/European Rights to Viatris’ Femoston and Duphaston products (anticipated acquisition) Phase 1 Pharmaceuticals Failure to comply with IEO • Penalty notice imposed—22/11/2024; £1.5m fine imposed T&L Sugars/Tereos (anticipated acquisition) Phase 2 Food manufacturing Failure to comply with s109 notices • Penalty notice imposed—26/09/2024; £25,000 fine imposed 2023 Case Stage Industry sector Issues Decision Copart/Hills Motors (completed acquisition) Phase
FLOWCHARTS
Under the UK merger control rules, the Competition and Markets Authority (CMA) has jurisdiction to review both completed and anticipated merger
PRACTICE NOTES
The below tracks live CMA merger investigations. For information on completed investigations, see UK phase 1 mergers—closed cases tracker and UK phase 2 mergers—closed cases tracker. For information on completed UK merger enforcement actions, see UK mergers enforcement actions—closed cases tracker. NOTE—completed investigations are moved from this document to the case trackers for closed cases within seven days of the final CMA report. For details of appeals, see UK competition appeals—ongoing cases tracker. Phase 1 investigations Test for reference to phase 2 met Parties Industry sector Phase
CHECKLISTS
In the UK, mergers are reviewed by the Competition and Markets
PRACTICE NOTES
This Practice Note provides a summary of the Department for Business, Innovation, Science and Trade (DBIST) Modern Industrial Strategy 2025 and accompanying Industrial Strategy Sector Plans, summarising key features and market consequences. It focuses on the Clean Energy Industries and Advanced Manufacturing Sector Plans and considers key consequences for market participants in the energy and manufacturing sectors and to lawyers advising in those industrial contexts. What is the UK manufacturing strategy? On 23 June 2025, the DBIST published the Modern Industrial Strategy 2025 (the Strategy), which lays out a ten-year plan to increase investment in eight high-growth sectors by facilitating quicker, easier, more certain and more stable investment opportunities in UK businesses. The high-growth sectors are: • advanced manufacturing • clean energy industries • creative industries • defence • digital and technologies • financial services • life sciences, and • professional and business services. Each sector also has an accompanying sector plan which sets out the government’s vision for sector transformation by 2035. This Practice Note focuses on the Advanced Manufacturing and Clean Energy Industries sector plans,
NEWS
The UK has moved into the ‘non-EU sources reserve’ of Canada’s World Trade Organization (WTO) cheese quota as of 1 January 2024. Under the 2021 UK/Canada Trade Continuity Agreement, both countries had agreed that, as a transitional arrangement, the UK would continue to be eligible under the ‘EU member state reserve’ of Canada’s WTO cheese quota until 31 December 2023. This had meant that UK cheese producers would be able to export products to Canada by partnering with specific Canadian importers awarded ‘EU reserve’ import licences by the Canadian Government to purchase specified volumes of cheese. Going forward, for UK cheese to be eligible for export under Canada’s WTO quota, UK exporters will need to ensure the Canadian importer they are partnering with has access to an import licence for the ‘non-EU sources reserve’. Otherwise, any cheese products exported to Canada will be subject to the full tariffs.
GLOSSARY
A multilateral system, operated by a UK investment firm or a market operator, which (a) brings together multiple third-party buying and selling interests in financial instruments (in the system and in accordance with non-discretionary rules) in a way which results in a contract, and (b) complies, as applicable, with (i) paragraph 9A of the Schedule to the Recognition Requirements Regulations (ii) the EU Regulations specified in Schedule 2 to UK MiFIR (iii) rules made by the competent authority governing the operating conditions of investment firms so far as they apply to MTFs, and, for the purposes of this definition, an investment firm or market operator is a UK investment firm or market operator if it has its head office in the UK. Definition from Article 2(1)(14A), Retained Regulation (EU) No 600/2014 (UK MiFIR). AIM is a UK multilateral trading facility.