p. 95922. Mergers (3): UK
- Richard WhishRichard WhishEmeritus Professor of Law at King’s College London
- , and David BaileyDavid BaileyProfessor of Practice in Competition Law at King’s College London
Abstract
This chapter discusses UK law on the control of mergers. The chapter is organized as follows. Section 2 provides an overview of the domestic system of merger control. Section 3 explains the procedure of the Competition and Markets Authority (CMA) when determining whether a merger should be referred for an in-depth ‘Phase 2’ investigation and when deciding to accept ‘undertakings in lieu’ of a reference. Section 4 describes how Phase 2 investigations are conducted and Section 5 discusses the ‘substantially lessening competition’ (‘SLC’) test. Section 6 explains the enforcement powers in the Enterprise Act 2002, including the remedies that the CMA can impose in merger cases. The subsequent sections discuss various supplementary matters, such as powers of investigation and enforcement. The chapter concludes with a discussion of how the merger control provisions work in practice and a brief account of the provisions on public interest cases, other special cases and mergers in the water industry. The withdrawal by the UK from the EU means that many mergers that were subject to a ‘one-stop shop’ under EU law are now subject to investigation in the UK as well.
Keywords
- UK merger control
- Merger
- Relevant merger situation
- Enterprises ceasing to be distinct
- Enterprises
- Control
- Material influence
- Turnover test
- Share of supply test
- Time limits
- Phase 1
- Phase 2
- Completed mergers
- Anticipated mergers
- Duty to refer
- Discretion not to refer
- Markets of insufficient importance
- De minimis guidance
- Customer benefits
- Notifying mergers
- Merger notice
- Assessment process
- Procedural timetable
- Ancillary restraints
- Undertakings in lieu of a reference
- Phase 2 inquiry group
- Phase 2 procedure
- Substantial lessening of competition
- SLC
- Theories of harm
- Evidence
- Merger Assessment Guidelines
- Market definition
- Market power
- Counterfactual
- Horizontal mergers
- Unilateral effects
- Non-coordinated effects
- Coordinated effects
- Countervailing buyer power
- Barriers to entry and expansion
- Efficiencies
- Vertical mergers
- Conglomerate mergers
- Enforcement
- Interim measures
- Interim enforcement orders
- Interim orders
- Interim undertakings
- Statutory restrictions on dealings
- Pre-emptive action
- Monitoring trustee
- Hold separate manager
- Unwinding orders
- Remedies
- Final orders
- Investigation powers
- Penalties
- Judicial review
- Abandoned mergers
- National Security and Investment Bill
- Digital enterprises
- Prohibitions
- Healthcare
- Public interest cases
- Special public interest cases
- Water mergers
