ENGLAND & WALES Law and Practice Contributed by: James Ross, Paolo Palmigiano, Debbie Cloake, Helen Farr, Debbie Heywood and Louise Popple, Winston Taylor
a wide range of goods originating from Russia and Belarus, above any existing tariff rates. On 24 April 2025, the UK introduced new restrictions, including a complete prohibition on the importation of Russian diamonds and prohibitions on the export to Russia of energy-related goods and security technol - ogy. In previous years, various other sanctions had been implemented to introduce restrictions on trade for goods (eg, oil, gold, iron and steel products), which continue to be in force. The recent trade deal with the USA has led to vari - ous tariff adjustments. Under the deal, the USA will continue to impose a new 10% tariff on imports for most British goods but higher tariffs on the imports of British cars, steel and aluminium will be reduced. The UK’s merger control regime is overseen by the Competition and Markets Authority (CMA), which will have jurisdiction to review a transaction where a rel - evant merger situation has been created. This will be the case where two or more enterprises cease to be distinct and either: • the target has turnover in the UK of exceeding GBP100M (the “turnover test”); or • at least one of the parties has a UK turnover of more than GBP10 and, as a result of the transac - tion, the parties have a combined share in excess of 25% of the supply of any goods and services in the UK or a substantial part of it (the “share of supply test”). There is also a “hybrid” test, where the CMA will have jurisdiction where one party to the transaction (usu - ally the acquirer) has an existing UK annual turnover of GBP350 million or more and supplies or acquires at least 33% of a particular category of goods or ser - vices in the UK (or a substantial part of it). The other party must be connected to the UK. The UK has a largely voluntary notification system, so even where any of the thresholds are met, the parties 6. Competition Law 6.1 Merger Control Notification
are not required to seek clearance before comple - tion of the transaction. For entities that the CMA has designated as having strategic market status under the Digital Markets, Competition and Consumers Act 2024, there is a mandatory requirement to notify to the CMA M&A activity above GBP25 million. The rules are triggered when enterprises cease to be distinct – ie, brought under common ownership or control. This covers any joint venture or acquisition of shares that give total or partial control over any other entity. 6.2 Merger Control Procedure The parties will need to determine whether to notify to the CMA for clearance. If they choose to do so, the following steps must take place. • The CMA must be informed of the transaction, and pre-notification discussions on a draft merger notice are entered into, which can last up to three months (longer in complex cases). • The CMA must be provided with the draft, and any additional queries from the CMA must be respond - ed to. • When the CMA is satisfied that the draft notifica - tion is complete, the parties must make the trans - action public and formally file the merger form, and the CMA will start the formal Phase 1 process. • Phase 1 will take up to 40 working days, and the CMA will consider whether the transaction may lead to a “substantial lessening of competition” (SLC). • If there are no competition concerns, the CMA will proceed to clearance and issue a decision, which will be publicly announced. • If it is determined that there is the risk of an SLC, the CMA has a duty to refer to a more in-depth Phase 1 review. • To avoid a Phase 2, it is open to the parties to offer remedies to address competition concerns, in the form of binding undertakings in lieu of reference (UIL). • Generally, the CMA will accept UILs where the problem is easily severable (structural remedies – ie, divestment of all or part of the business). Behavioural remedies may also be considered.
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