Assessments and requirements when merging businesses

Under the Enterprise Act 2002, there is no requirement to notify a merger to the Competition and Markets Authority (CMA), regardless of whether or not the CMA has jurisdiction to review it. For more information on the types of mergers that can be reviewed, see when does the Competition & Markets Authority investigate mergers?

Notifying the CMA of a merger

Although there is no requirement to notify the CMA of a merger, many businesses prefer to inform them before the merger occurs to gain legal certainty. If you decide not to tell the CMA in advance of a merger, this will not affect the CMA's evaluation of it. In fact, in cases where there are no competition concerns (for instance, in cases where the activities of the two merging companies do not overlap), you may feel that notifying the CMA would be disproportionate and unnecessary.

How to notify the CMA of a merger.

Commenting on a merger

When the CMA is considering a merger, it will invite comments from interested third parties - customers, suppliers and/or competitors. Their views may be valuable as they will help define the scope of the market, how competition takes place and what effect the merger may have on competition within any affected market.

If you have any concerns about a merger that affects you, you can raise these directly with the CMA.

CMA merger guidance documents and forms.

Notifying the UK government of a merger

Under the National Security and Investment (NSI) Act, there is a requirement for businesses to notify the government of transactions taking place across 17 sensitive areas of the economy, including defence, transport, artificial intelligence and advanced materials and robotics.

There are steps you need to take to meet your obligations under the Act:

1. Check if the rules apply to your acquisition. This will depend on what you are acquiring and how much control you have over it.
2. Check if you need to tell the government. You will be legally required to inform the government about certain acquisitions of entities if your acquisition is in a sensitive area of the UK economy.
3. If required, tell the government about your acquisition. You can do this online by submitting a notification. The government will review your acquisition. It can either clear your acquisition, impose certain conditions, or block or unwind it.
4. If clearance under the NSI Act is required, a transaction completed without clearance will be void, and failure to notify or non-compliance with conditions imposed on a transaction can result in civil injunctions, fines of up to 5 per cent of global revenues or £10 million (whichever is greater), or even instituting criminal proceedings.

Access comprehensive guidance to help you comply with the NSI Act.