UK Law and Practice Contributed by: Alex Stratakis and Marc Freedman, Van Bael & Bellis
provided by the merging parties in the Phase 2 Remedies Form (based on the non-confi - dential summary of the proposal), and which thus serves as a basis for consultation with the merging parties and other parties (includ - ing customers, competitors and any relevant sectoral regulator). Where merging parties do not submit a Phase 2 Remedies Form, the CMA will issue an Invitation to Comment on Remedies based on the information available to the CMA at that time. • Following the merging parties’ submission of the Phase 2 Remedies Form, and prior to the Interim Report on Remedies, the CMA will continue to assess remedies, by gather - ing further evidence and consulting with the merger parties and third parties (eg, on the basis of remedy calls/meetings). • Once the CMA has consulted as required, it will issue an Interim Report on Remedies (which has replaced the remedies working paper) to the merging parties, setting out its provisional decision on remedies based on the inquiry group’s assessment of the differ - ent options. The merging parties will typically have at least seven calendar days to respond to this report. Where the Interim Report on Remedies indicates that the inquiry group provisionally considers that any remedies proposed by the merger parties would not be practicable or effective, the merger parties may wish to amend their remedy proposals to address the concerns that have been identi - fied. • Following the merging parties’ response to the Interim Report on Remedies, they may be invited to a final remedies call with the CMA, which is primarily intended to enable the CMA to clarify any aspects of the merger parties’ response that may be unclear. • In light of the constraints imposed by the CMA’s statutory timetable and the need to
prepare and publish the final report setting out the inquiry group’s final decisions on the SLC and remedies, the CMA case team will indicate to the merging parties a deadline after which the inquiry group will not be able to take further submissions on remedies into account (or further modifications to their rem - edy proposal). • Following consultation on the Interim Report on Remedies and any further discussions between the CMA and the parties, the CMA will take a final decision on remedies, which will be published in the Phase 2 final report. • Following the final report, the CMA has 12 weeks to accept final undertakings, where offered by the parties, or to make a final order. The time period may be extended by up to six weeks if the CMA considers that there are special reasons for doing so. 5.5 Conditions and Timing for Divestitures The acquisition of a divestment by an “upfront buyer” will be subject to the CMA’s acceptance of UILs (at Phase 1) or undertakings (at Phase 2); see 5.4 Negotiating Remedies With Authorities . The process and timing regarding the divest - ment to a “non-upfront buyer” is slightly different but it still requires the parties to obtain the CMA’s approval of an appropriate purchaser, and to conclude a sales agreement with that purchaser. The length of time for the merging parties to achieve effective disposal of the agreed dives - titure package to a non-upfront buyer (ie, the divestiture period) will depend on each individ - ual case, but it will normally be for a maximum period of six months. In determining the appropriate divestiture period, the CMA will seek to strike a balance between
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