UK Law and Practice Contributed by: Becket McGrath and Marc Freedman, Van Bael & Bellis
account of how competitive conditions will develop and evolve in the future. Geographical Scope Determining the relevant geographic market involves identifying the territory where the merging parties’ customers can source the most important competi - tive alternatives. This assessment typically involves consideration of demand-side substitution, and the CMA will review relevant evidence. The CMA will usually only make a definitive assess - ment of the boundaries of the relevant market at the Phase II stage. At Phase I, the CMA may formulate an initial analysis without reaching a definitive con - clusion. 4.3 Reliance on Case Law The CMA is not required to follow its previous deci - sions. That being said, the CMA’s past decisions, as well as decisions of major jurisdictions (particularly in the US and EU), may inform its assessment but, importantly, the CMA can depart from its past deci - sional practice and has frequently done so, especially in the last ten years. 4.4 Competition Concerns See 4.1 Substantive Test . 4.5 Economic Efficiencies The CMA is able to take account of any factors that may prevent or appreciably reduce any harmful impact of the merger, and parties are encouraged to engage with the CMA on this issue as early as possible, if any efficiencies are to be claimed. The CMA considers merger efficiencies to fall into two categories: • rivalry-enhancing efficiencies – these are efficien - cies that incentivise the merging parties to act as stronger competitors to their rivals (eg, by reducing their marginal costs, which incentivises them to provide better prices or a better quality, range or service to customers); or • relevant customer benefits – these are benefits to UK customers resulting from the merger, such as improved innovation resulting from the combination
of unique assets of the merging parties applying to products on which the parties do not compete, or reduced carbon emissions to the extent that the parties do not normally compete on sustainability. In claiming such efficiencies, the parties will need to provide supporting evidence demonstrating that: • the efficiencies are timely, likely and sufficient to prevent an SLC; and • the efficiencies are transaction-specific such that they could not exist in the absence of the transac - tion. Whilst the above is accurate at the time of writing, it should be noted that – in January 2026 – the CMA launched a call for evidence regarding its approach to assessing rivalry-enhancing efficiencies in mergers, seeking input on two specific areas: • the CMA’s analytical approach to rivalry-enhanc - ing efficiencies, including the types of evidence required and how dynamic efficiencies (which relate to innovation and investment) are assessed; and • the CMA’s process for engaging with merging parties, including whether interactions can be improved by making them more timely. Following the conclusion of the call for evidence, in June 2026, the CMA published updated draft revised guidance on its approach to assessing rivalry-enhanc - ing efficiencies, which is subject to an ongoing con - sultation process at the time of writing. 4.6 Non-Competition Issues The general UK merger control regime assesses trans - actions on the basis of competition concerns. Howev - er, there are certain contexts where non-competition issues may be considered. National Security The NSI Act enables the UK government to examine and intervene in mergers on the grounds of national security. If a transaction requires both a national secu - rity and a competition review, the Investment Security Unit (ISU) and the CMA will work closely together (see 9.1 Legislation and Filing Requirements ).
711 CHAMBERS.COM
Powered by FlippingBook