Guidance

Mergers charter

Published 12 March 2025

This charter sets out clear principles and overarching expectations for how the Competition and Markets Authority (CMA) will engage with businesses and their advisors during merger reviews, and what we expect from businesses in return. Constructive and direct engagement with businesses is vital to ensuring that we are able to take well-informed, evidence-based, and timely decisions.

The CMA recognises that mergers and acquisitions activity is strategically important to businesses, investors and the UK economy. The CMA has a responsibility to ensure that mergers and acquisitions do not reduce competition in a way that harms UK businesses and consumers. Many deals will not be formally reviewed at all by the CMA and for those that are, most end with clearance decisions or remedies to address any competition concerns.

Image description: our 4 principles are pace, predictability, proportionality and process.

As we carry out our merger reviews, we are committed to 4 principles:

1. pace
2. predictability
3. proportionality
4. process

This will ensure we reach the right decisions as quickly as possible, while minimising the burden on businesses. Achieving this goal relies both on the CMA’s commitment, and on the willingness of businesses and advisors to engage constructively and in good faith.

This charter is a statement of intent, and will be supported by more guidance, designed specifically for businesses and investors to explain the CMA merger review process.

Pace

The CMA is committed to reaching sound decisions as quickly as possible. Cooperation of businesses is a vital part of this process.

To ensure the CMA can operate at pace, we will:

• conduct our review as efficiently and expeditiously as possible (within the boundaries of the required legal process), seeking to reach milestones ahead of the statutory time limits where possible and in line with our KPIs

• dedicate appropriate time and resource to each case we review

• streamline our investigations to focus rapidly on important emerging areas of potential concern and stand down other lines of inquiry as quickly as possible where no clear evidence of concern arises

• conduct targeted, efficient and proportionate information gathering, focused on information that is relevant and specific to potential areas of concern

To enable us to progress our merger reviews efficiently and at pace, businesses are expected to:

• make every effort to attend meetings with appropriate business personnel at the requested time

• provide information and evidence in a timely and complete manner, meeting requested deadlines

• streamline the provision of information and analysis, whilst ensuring comprehensive responses to relevant lines of inquiry

Predictability

Predictability is important for investor confidence and business decision-making. This includes being as clear as we can be to minimise uncertainty over whether we will review a particular deal or not.

To ensure the CMA operates with predictability, we will:

• be as clear as possible about our jurisdictional remit and make use of mechanisms (such as guidance, business and advisor outreach sessions, and clear explanations in decisions) that can help give businesses greater certainty

• encourage engagement with CMA staff who track merger activity and use of informal briefing papers to seek comfort on whether the CMA is likely to review a deal

• provide regular updates to merging businesses on the status of the merger review and the issues being investigated

To ensure the CMA can be as predictable as possible, we expect:

• engagement between business executives and the CMA to be conducted in a full and frank manner, recognising the benefits of direct engagement where possible

• businesses to keep the CMA updated and share relevant information directly with the CMA, rather than our learning of it through other channels

Proportionality

The CMA is committed to acting proportionately in the conduct of its merger reviews. That includes:

• decisions on which deals to call in for review

• prioritisation of potential concerns for investigation

• scoping and targeting of information requests, both to factor in the volume of information required to reach a well-founded conclusion, and the confidentiality of any such information, in line with the CMA’s legal obligations

• design of remedies to address identified concerns

• minimising burdens on business whilst conducting the review necessary to reach a robust outcome as quickly as possible

To ensure the CMA operates proportionately, we expect to:

• receive clear, complete, and accurate information in response to requests

• receive tightly-scoped submissions which are focused on the main issues of potential concern identified by the CMA

Process

The CMA is committed to engaging directly with businesses during its merger reviews. It is important businesses feel listened to; understand what we are doing and why; and recognise a sense of fairness and consistent treatment. Open and constructive engagement is a crucial part of this.

To ensure direct and constructive engagement with businesses, the CMA will:

• engage proactively with an open mind, without prejudice or bias as to the outcome of any investigation

• ensure our processes are clearly understood and accessible and that businesses have routes to direct engagement at regular and appropriate stages

• ensure that merging businesses have a clear understanding of the progress of an investigation, relevant timelines and upcoming milestones and the issues that remain of potential concern

To facilitate constructive engagement with the CMA, we expect:

• businesses (including senior business personnel) to engage directly with the CMA where possible

• advisors to provide and facilitate constructive and timely engagement with the CMA at all times

Find more information you may need during a CMA merger investigation.