Mergers exceptions to the duty to refer and undertakings in lieu
How the CMA applies exceptions to the duty to refer in operating the merger control regime.
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This document provides guidance on the circumstances where the Competition and Markets Authority (CMA) has a discretion not to make a reference for a Phase 2 investigation despite the fact that there is a realistic prospect that the merger will lead to a substantial lessening of competition (SLC).
Those circumstances are:
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when the markets concerned are not of sufficient importance to justify a reference
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in the case of anticipated mergers, when the arrangements concerned are insufficiently far advanced, or insufficiently likely to proceed, to justify a reference; or
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when any relevant customer benefits arising from the merger outweigh the SLC concerned and any adverse effects of the SLC concerned
2 January 2025: revised guidance published
The guidance has been updated to draw a distinction between the markets of insufficient importance exception to the duty to refer and the new hybrid jurisdictional test introduced by the Digital Markets, Competition and Consumers Act 2024 (DMCCA24) which commenced on 1 January 2025.
The revised guidance replaces the previous version of the Mergers: Exceptions to the duty to refer (dated 25 April 2024).
Updates to this page
Published 12 March 2014Last updated 2 January 2025 + show all updates
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Updated revised CMA64 guidance published.
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Updated guidance published.
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Merger exceptions to the duty to refer guidance has been updated following consultation.
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Guidance on the application of the 'de minimis' exception updated.
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First published.