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Acquisitions of minority shareholdings under UK merger control regime
Gowling WLG
  • Competition & Antitrust
  • United Kingdom
  • 15 August 2019

The Competition and Markets Authority can open an investigation and impose initial enforcement orders where it has reasonable grounds to suspect that two or more enterprises have ceased to be distinct. This includes circumstances in which an acquirer purchases only a minority shareholding in the target because, under the UK merger control regime, two or more enterprises cease to be distinct where they are brought under common ownership or common control.

Use of IEOs in completed transactions
Gowling WLG
  • Competition & Antitrust
  • United Kingdom
  • 08 August 2019

Where the Competition Market Authority (CMA) opens an investigation into a completed transaction, it will generally impose an initial enforcement order (IEO). In addition, the CMA can impose IEOs in the context of planned transactions, but anticipates that it will do so relatively rarely in practice. In the context of a completed transaction, an IEO aims to ensure that the acquired business continues to compete with the acquiring business and is maintained as a going concern during the course of the CMA's investigation.

Competition and Markets Authority's ability to investigate completed transactions
Gowling WLG
  • Competition & Antitrust
  • United Kingdom
  • 01 August 2019

Under the UK merger control regime, while parties can notify transactions and obtain clearance from the Competition and Markets Authority (CMA) before completion, there is no legal requirement to do so. However, if parties do not obtain clearance before completion, the CMA can still investigate. Therefore, a completed transaction is potentially at risk of investigation during the four-month statutory period.

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