UK Law and Practice Contributed by: Alex Stratakis and Marc Freedman, Van Bael & Bellis
Van Bael & Bellis Holborn Gate 330 High Holborn London WC1V 7QH UK Tel: +44 20 7406 1471 Email: london@vbb.com Web: www.vbb.com
1. Legislation and Enforcing Authorities 1.1 Merger Control Legislation
1.2 Legislation Relating to Particular Sectors The National Security and Investment Act 2021 (the “NSI Act”) entered into force on 4 January 2022 and created a separate investment screen - ing regime in the UK. The NSI Act gives the gov - ernment powers to investigate transactions on the grounds of national security (see 9.1 Legisla- tion and Filing Requirements ). In addition, under the EA, the secretary of state has the power to intervene in “public interest mergers” and ”special public interest mergers”. “Public interest mergers” include transactions involving media enterprises, the UK financial system, and public health emergencies, while ”special public interest mergers” include trans - actions involving newspaper and broadcasting companies. Moreover, in certain circumstances the secretary of state can intervene in foreign state newspaper mergers. Although there is no separate sectoral merger control legislation, the CMA has published sec - tor-specific merger-related guidance and com - mentary, including: • Water and sewerage mergers – CMA49;
The Enterprise Act 2002, as amended by the Enterprise and Regulatory Reform Act 2013 (EA) and the Digital Markets, Competition and Con - sumers Act 2024 (DMCCA), provides the legal basis for the UK merger control regime. The Competition and Markets Authority (CMA) is the primary competition regulator in the UK and is responsible for enforcing the UK merger control regime. The CMA has published a collection of guidance on its mergers work, which can be found on its website, including: • Mergers: Guidance on the CMA’s jurisdiction and procedure; • Merger Assessment Guidelines; • Mergers: Exceptions to the duty to refer and undertakings in lieu; • Merger remedies; • Merger notice forms; and • CMA’s mergers intelligence function: CMA56.
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