UK Law and Practice Contributed by: Alex Stratakis and Marc Freedman, Van Bael & Bellis
5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions See 2.5 Jurisdictional Thresholds and 2.8 For- eign-to-Foreign Transactions . 6. Ancillary Restraints and Related Transactions 6.1 Clearance Decisions and Separate Notifications The CMA will not usually give a view in its merg - er decision as to whether a transaction-related restriction constitutes an ancillary restraint. 7. Third-Party Rights, Confidentiality and Cross-Border Co-Operation 7.1 Third-Party Rights Third parties play an important role throughout the CMA’s review process, and the CMA will actively seek third-party feedback at key stages of the review, including in the context of rem - edies (see 3.8 Review Process , 5.4 Negotiating Remedies With Authorities and 7.2 Contacting Third Parties ). Examples of how third parties may be involved in the review process include the following: • where merging parties have notified a trans - action and it raises competition concerns, the CMA will typically contact businesses that the parties have identified in the notification as their main competitors, customers or suppli - ers; • where the CMA has decided to initiate its own investigation, it consult any person likely to be impacted in a substantial way by its deci - sion; and
factors that favour a shorter duration (such as minimising asset risk and giving timely effect to the remedy) and those that favour a longer dura - tion (such as the sourcing and selection of suit - able purchasers and facilitating adequate due diligence). If no appropriate purchaser is found within the specified time period, the CMA may appoint a monitoring trustee to sell the divestment busi - ness at no minimum price. If a case has been referred for a Phase 2 review or if interim measures or undertakings are in place, it is possible to complete a transaction while the divestment process is in progress, as long as the CMA consents to this. If any remedies or conditions are breached by the parties, the CMA can take enforcement measures by commencing civil proceedings. Affected third parties may also choose to com - mence proceedings, such as damages actions. 5.6 Issuance of Decisions The CMA will provide the formal, confidential version of its decision to the parties at Phase 1 and/or Phase 2, typically very shortly before such decision is formally announced. Commer - cially sensitive information of third parties will be excised. The CMA will then, in due course, publish a for - mal, non-confidential version of its decision on its website, with commercially sensitive informa - tion of the parties involved excised. In addition, the CMA’s merger decision will be announced via the Regulatory News Service.
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