We help our clients navigate EU and UK merger control requirements. We also advise clients on the application of worldwide merger control laws and work with local counsel to deliver a seamless co-ordination where multiple filings are required.
Merger control is now a feature of many international mergers and acquisitions. We work closely with our transactional team to deliver a seamless service. This includes carrying out multi-jurisdictional analyses to assess where filings may be necessary and/or prudent. Where filings are required in other jurisdictions, we coordinate closely with the best independent lawyers in each jurisdiction, ensuring that our clients have access to the lawyers with the most relevant advice for their specific deal needs.
Lawyers in our EU and UK merger control practice are experienced at engaging with the competition authorities on all manner of cases, from those that raise limited substantive concerns to those that require an in-depth review, and from those where the first contact is at pre-notification to those where it is necessary to respond to an allegation of failure to notify. This often includes co-ordinating with other expert advisers, such as economic consultants and liaising with the deal teams on the strategic and timing effects where one or more mandatory filings are required. We also ensure that our clients are aware of the limits of pre-completion planning pending the outcome of a merger review. Seeking to integrate ahead of clearance is known as ‘gun-jumping’ and this can give rise to fines, even where the transaction itself raises no substantive issues.
Where transactions have already completed, the parties may nonetheless face a post-merger review (for example in the UK, where prior notification is not mandatory). In these cases, the authorities will often seek to impose hold separate undertakings to ensure that the businesses are not integrated pending the outcome of any review and, in some cases, may even require the unwinding of any integration which may already have taken place. We assist clients in managing what can be an arduous task, including advising on the appointment of a monitoring trustee to oversee compliance with the commitments.
Where necessary, we work with clients to assess where remedies may be required to obtain merger clearance. This will include early assessment of any substantive risks in the light of relevant market information. We will also advise on the nature of remedies that have been accepted by the competition authorities in past cases and will work closely with the deal team to identify appropriate, deliverable remedy options that address identified competition concerns without undermining overall deal rationale.
We also know that mergers and acquisitions can raise issues for third parties and we regularly counsel clients on strategic responses to transactions involving their customers, suppliers or competitors. This can range from assistance with responses to mandatory requests for information, to advising on a comprehensive proactive strategy aimed at influencing the outcome or area of focus of ongoing investigations.