UK Law and Practice Contributed by: Alex Stratakis and Marc Freedman, Van Bael & Bellis
3. Procedure: Notification to Clearance 3.1 Deadlines for Notification As notification is voluntary in the UK, there is no deadline for notification. 3.2 Type of Agreement Required Prior to Notification There is no requirement to have a formal agree - ment in place prior to notification; a good-faith intention to proceed with the transaction is gen - erally enough if it is sufficient to satisfy the CMA. However, with respect to submitting a briefing note to the CMA, generally speaking the par - ties will need to have entered into a transaction agreement in order for the CMA to take the mat - ter under consideration (see 2.1 Notification ). 3.3 Filing Fees Filing fees are determined based on the size of the UK turnover of the target in its financial year preceding the date of completion or the date of clearance (for anticipated transactions). Fees are also payable in cases where the CMA inves - tigates a transaction on its own initiative (and reaches a decision accordingly). Where payable, these fees are: • GBP40,000 if the target’s UK turnover is less than or equal to GBP20 million; • GBP80,000 if the target’s UK turnover exceeds GBP20 million but does not exceed GBP70 million; • GBP120,000 if the target’s UK turnover exceeds GBP70 million but does not exceed GBP120 million; or • GBP160,000 if the target’s UK turnover is above GBP120 million.
It is worth noting that there are limited excep - tions where the merger filing fee is not appli - cable. If the CMA finds that the transaction does not qualify as a relevant merger situation, then no fee is payable. No fee is payable for submitting a briefing note. 3.4 Parties Responsible for Filing As there is no penalty for not filing, no party has a legal responsibility to file. However, the usual practice is for the purchaser to file, and thus bear responsibility for paying the filing fee. Where two parties are merging or forming a joint venture, it is usually the case that both file jointly. 3.5 Information Included in a Filing Template Merger Notice and Draft Notice Notifying a transaction to the CMA requires completion of the CMA’s template merger notice (available on its website). The merger notice sets out the categories of information to be provided by the parties; the specific information that will be required depends on the relevant facts (eg, the activities of the parties and any horizontal overlaps). For the purposes of advancing pre-notification discussions, merging parties are encouraged to submit a draft notice to the CMA that includes any information the parties consider necessary for a Phase 1 investigation, and providing brief explanations as to why any information request - ed but not provided is not relevant. During pre- notification discussions, it is common practice for the CMA to issue a number of requests for further information. Given that the CMA typically reviews transac - tions that raise at least potential competition
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