UK Competition and Markets Authority Launches Merger Remedies Review and Merger Charter Amid Ongoing Reforms

The UK Competition and Markets Authority (CMA) on March 12, 2025 launched a review to assess how it approaches remedies in merger control cases and has published a mergers charter, which sets out clear principles and overarching expectations for how the CMA will engage with businesses and their advisors during merger investigations. These actions are part of the CMA’s ongoing efforts to reform UK merger control to reflect the new government’s economic priorities of growth and investment.

These changes reflect the ongoing shift of the CMA to make the UK merger review system both faster and more predictable as a result of government pressure to prioritize economic growth and encourage investment. For more information, refer to our prior LawFlash.

MERGER REMEDIES REVIEW

In the call for evidence, the CMA requests feedback from various stakeholders to develop guidance proposals on how they approach remedies. The proposals will be published by the second half of the year, and the final guidance by the end of the year.

In a video announcing the consultation, CMA Executive Director for Mergers Joel Bamford said:

The merger remedies review looks at how we approach remedies in mergers so that we can make sure that every deal can be remedied and cleared. [We want to] really target our outcomes on the competition concerns and make sure we can deal with those through a remedy.

The CMA is seeking feedback on three key areas.

First, the CMA will look at how it approaches remedies, including circumstances where a behavioral remedy may be appropriate. We expect that the CMA will formally move away from its historical position of only accepting structural remedies that involve the divestment of assets. This approach has resulted in transactions—that were arguably pro-competitive—being abandoned, as the CMA was unwilling to accept carve-out remedies or behavioral remedies to resolve the alleged competition concerns. CMA CEO Sarah Cardell said in November 2024 that “only truly problematic deals should not proceed.” We expect that the CMA will be more willing to accept remedies that are more proportionate and only related to the competition concerns identified.

Second, the CMA will assess how remedies can be used to preserve any pro-competitive effects of a merger and other customers benefits and efficiencies. The CMA will want to ensure that the remedies it accepts ensure those benefits (1) are protected, (2) outweigh the competitive harm identified, and (3) are ultimately passed on to consumers. “Relevant customer benefits” may also include benefits that occur outside the market in which the potential competition concerns arise.

Finally, the CMA is reviewing the process of assessing remedies to make it as efficient as possible. By putting remedies at the center of its investigations, it will enable timely discussions on the competition issues that the remedy will need to address, including the extent and scope of such a remedy to resolve any potential competition concerns.

The call for evidence will remain open until 12 May 2025. In addition, the CMA is hosting a series of outreach and roundtable sessions to gather further input, starting with a webinar on Wednesday, March 19.

CMA MERGERS CHARTER

In addition to the merger remedies review, the CMA launched the Mergers Charter, which sets out clear principles and overarching expectations for how the CMA will engage with businesses and their advisors during merger investigations. Announcing the CMA Mergers Charter, Joel Bamford said:

The Mergers Charter is a statement of clear intent that the CMA is fully committed to engaging directly with businesses—whether they be merging businesses, their customers, suppliers or competitors—on our processes and the outcomes these generate. We will engage in good faith, constructively, with open minds—and we encourage businesses and advisors to do the same.

The CMA’s merger review will be aligned with its four core principles: pace, predictability, proportionality, and process. The charter is a statement of intent, and the CMA will publish additional guidance in due course.

Key Considerations

Pace

To ensure the CMA can operate merger review at pace, it will

• conduct the merger review as efficiently and expeditiously as possible (within the boundaries of the required legal process), seeking to reach milestones ahead of the statutory time limits where possible and in line with the CMA’s key performance indicators;
• dedicate appropriate time and resources to each case the CMA reviews;
• streamline its investigations to focus on important rapidly emerging areas of potential concern and stand down other lines of inquiry as quickly as possible where no clear evidence of concern arises; and
• conduct targeted, efficient, and proportionate information gatherings, focused on information that is relevant and specific to potential areas of concern.

The CMA also expects that businesses will engage with the CMA constructively and provide all requested information and evidence in a timely and complete manner.

Predictability

The CMA recognizes that predictability is important for investor confidence and business decision-making. To ensure that the CMA is as predictable as possible, it will

• be clear about its jurisdictional remit and make use of mechanisms such as guidance, business and advisor outreach sessions, and clear explanations in decisions that can give businesses greater certainty (the CMA will be publishing revised guidance on its jurisdictional outreach in June 2025);
• encourage engagement with CMA staff who track merger activity and use of informal briefing papers to seek comfort on whether the CMA is likely to review a deal; and
• provide regular updates to merging businesses on the status of the merger review and the issues being investigated.

To ensure that the merger review process is predictable, the CMA expects businesses to engage fully and frankly with the CMA process and to provide the CMA with updated relevant information in a direct manner.

Proportionality

The CMA is committed to acting in a proportionate manner when conducting its merger reviews. Proportionality will be applied in respect to

• the CMA’s decisions on which transactions to call in for review;
• the CMA’s prioritization of potential concerns for investigation;
• limiting the scope of requests for information; and
• agreeing to remedies that are proportionate, in scope, and only address identified concerns.

To ensure that the CMA is able to operate in a proportionate manner, it expects to receive clear, complete and accurate information in response to requests and tightly scope submissions, which are focused on the main issues of potential concern identified by the CMA.

Process

The CMA has made it clear that they are committed to engaging directly with businesses during its merger reviews. The CMA will provide clear guidance to merging businesses with respect to the progress of an investigation, the relevant timelines and upcoming milestones, and the issues that remain of potential concern. In addition, the CMA will ensure that it engages proactively and with an open mind, without prejudice or bias as to the outcome of any investigation and will engage with businesses in a fair manner.

To ensure that constructive engagement with the CMA occurs, the CMA expects business to engage directly with the CMA where possible, and for advisors to provide and facilitate constructive and timely engagement at all times.