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01 The The Key changes relating to antitrust include:
New merger control thresholds (known as the “hybrid test”) to capture acquisitions involving targets with little or no turnover in the UK (addressing “killer acquisitions”), as well as vertical and conglomerate mergers;
Enhanced CMA investigatory and enforcement powers; and
A new regime for regulating large digital firms designated with “strategic market status” (SMS).
The CMA has now published a suite of guidance to accompany the Act, as follows:
- The digital markets competition regime guidance – A snapshot overview
- Set out below is a snapshot overview of the key content of the 220-page digital markets competition regime guidance (and the accompanying merger reporting guidance relevant for firms designated with SMS).
The EU’s Digital Markets Act (DMA) entered into force in November 2022, and has similar provisions to the Act. The The The A broader question remains as to whether this qualitative assessment will lead to uncertainty (and potentially have a chilling effect on M&A activity).
On 7 January 2025, the CMA published a statement on its initial plans
under the new digital competition regime, stating that it plans to launch SMS designation investigations in relation to three areas of digital activity over the first six months.
The revised mergers guidance documents[2]The CMA has updated several key mergers guidance documents
to reflect the jurisdictional and procedural changes introduced by the Act.
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Key changes
Updated guidance[3]1.
Increased Turnover Thresholds:
The increased PS100m turnover threshold and a new PS10m turnover “safe harbour” threshold (with examples of how the thresholds work in practice). | CMA2 | and CMA18 |
and CMA190 | (in the context of energy network mergers meeting the PS100m threshold).2. | “Killer Acquisition” Threshold: |
3. | Statutory Phase 2 Fast-Track Process: Detail on the new expedited Phase 2 Review process | and new powers for the CMA to provide parties with more flexibility in the Phase 2 process. |
and CMA18 | 4.Extended Information Request Powers: [4]Detail on the CMA’s power to formally request documents and information held by parties outside of the UK (as well as documents and information located outside of the UK), subject to certain conditions. | CMA2 |
Procedural Changes in Phase 2: | Clarification that appointed groups no longer need to consider a need for public hearings at the Phase 2 stage; removal of the opportunities for parties interested in the relevant reference to cross-examine witnesses, and clarification that the CMA’s discretion not to refer a Phase 2 investigation is different from the PS10m “safe harbour” threshold.CMA17 and CMA64 [5] | 6. |
Interim Measures: | Changes to imposition of interim measures (including new procedural steps and the entities who may be subject to interim measures) and guidance on the likely availability of derogations from an interim measure.CMA108 | 7. |
Monitoring Trustees: | Clarification on the CMA’s requirements for appointing monitoring trustees (at either the Phase 1 or Phase 2 stage) to ensure compliance with an interim measure, distinguishing their role from that of hold separate managers.CMA108 | |
Considerations for businesses | The new and updated guidance documents clarify the scope and processes under the new digital markets regime, covering both mergers and wider enforcement activity. The It Non The few firms likely to be designated as having SMS should start preparing for a potential SMS investigation and the additional obligations that designation entails, including compliance requirements and potential CRs and PCIs.*Shruthi Madhusudan (White & Case, Trainee, London) contributed to the development of this publication. | The draft version |
of the digital markets competition guidance document was published for consultation in May 2024. The This This The