The CMA’s Revised Merger Assessment Guidelines – Reading Between the Lines

Co-authored by Bruce Kilpatrick, Partner, Addleshaw Goddard

In March 2021, the Competition and Market’s Authority (the “CMA”) published a revision to its Merger Assessment Guidelines (the “Revised Guidelines”), which were last issued in 2010. In this chapter we consider the Revised Guidelines from the perspective of advisors guiding UK businesses through the UK merger control process, focusing on the CMA’s substantive assessment of economic evidence. However, there are many nuanced statements and some noteworthy omissions, such that advisors will still have to read between the lines. In particular we consider:

• Whether the Revised Guidelines are more interventionist, with this reflecting existing intervention trends in the CMA’s merger control decisions.
• The extensive references to the CMA relying on the parties’ internal documents and how it is now essential to review internal documents before undertaking any merger control risk assessment.
• Some noteworthy topics that are not covered in any detail, including the appropriate basis to calculate market shares, mergers involving minority shareholdings, customer markets/price discrimination, and excessive buyer power.