p. 102022. 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. UK law on the control of mergers is contained in Part 3 of the Enterprise Act 2002, which was amended by the Enterprise and Regulatory Reform Act 2013 and by the Digital Markets, Competition and Consumers Act 2024. 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. Various supplementary matters are dealt with in section 7. Section 8 considers how the merger control provisions work in practice and contains a table of the Phase 2 decisions under the Enterprise Act to have been published on the website of the CMA since the tenth edition of this book. Section 9 explains the provisions for certain mergers in digital markets introduced by the DMCCA. Section 10 briefly describes the provisions on public interest cases, other special cases and mergers in the water industry. Section 11 concludes by explaining the provisions of the National Security and Investment Act 2021, which confers on the Secretary of State powers to scrutinise and intervene in certain acquisitions of control on national security grounds.
