Competition law: an evolving approach to mergers and compliance in Europe

The Competition and Markets Authority (CMA) has been more active in monitoring merger control in recent times.

Some of the changes introduced by the CMA include the launch of a merger remedies formal review and the new ‘Mergers Charter’ which was introduced in March 2025, as a new way of assessing transactions. The Mergers Charter reaffirms the CMA’s commitment to pace, predictability, proportionality and process and sets out requirements from all parties when accessing a transaction to uphold these commitments. Due to these changes, the following should be considered by companies involved in mergers and acquisitions in order avoid incurring legal liability and to make the process as simple as possible when anticipating a sale or merger.

The CMA has strengthened its oversight of mergers and there is more emphasis on competition and consumer protection. Particular attention is given to the eight key sectors identified in the UK government’s industrial strategy – advanced manufacturing, clean energy industries, creative industries, defence, digital and technologies, financial services, life sciences and professional and business services. Some of the changes include:

• a) The CMA now conducts investigations more frequently and at an earlier stage than before, for instance in the case of the investigation of concentrations of Aramark Limited and Entier Limited, discussed below
• b) Companies must provide more evidence to justify mergers, and competition in the market is refocussed as the main concern of the effect of a transaction.

The new approach of the CMA allows for the imposition of more flexible structural and behavioural remedies to address competition concerns and to foster competition where possible.

Another benefit of the Mergers Charter is that it will offer businesses and their legal advisors additional guidance on how to work with the regulatory body to achieve more certainty of decisions. This will include plans to clarify the scope and application of the “material influence” and “share of supply” tests. Legislative reform proposals were announced by the Government on 17 March 2025 detailing that it will be consulting to “address uncertainty with the existing Share of Supply and material influence tests”.

Here are some of the measures that companies intending to merge should consider to avoid non-compliance and legal consequences when anticipating a merger or sale:

Communicate

Consult with the CMA at the beginning of the process to determine if there are any potential competition problems. New expedited processes under the Merger Charter should encourage this as timelines will be shortened.

Assess the market

Assess the impact of the merger on competition by using market share data and consumer behaviour analysis.

Be prepared

Be in a position to offer remedies in case the CMA has concerns with regards to the merger. If concerns are raised, the CMA may require divestitures or behavioural remedies for approval.

Given the CMA’s announcement of more flexible remedies, it could be advantageous to those subject to review to consider possible compromises ahead of time.

Be open

In the process of evaluating the merger, it’s necessary to provide information that is accurate and complete. In the interests of speed, those undergoing mergers or acquisitions should be prepared to make helpful disclosures.

Take advice

Seek the assistance of competition law specialists in matters concerning merger control.

Companies involved in cross border mergers between the UK and EU must comply with two different sets of regulations. Some of the key issues that must be taken into consideration are:

• a) There are two separate investigations by the CMA and the European Commission, each applying its own competition law, as applicable
• b) While the regulatory authorities may consult each other, they may not agree meaning that a merger that is allowed in the EU may still be prohibited or allowed subject to certain conditions in the United Kingdom
• c) You should apply a single strategy of dealing with both regulatory bodies in the UK and the EU and make sure that they are both given access to the same information and evidence
• d) You must make sure you have enough resources to address multiple requests, legal counsels, and economic analyses.

Case study: merger between Aramark and Entier

This is a recent case which demonstrates the CMA’s new approach to merger control in the full acquisition of Entier Limited by Aramark Limited, which at the point of investigation, had already completed. The CMA started the investigation in March 2025 under an initial enforcement order, which shows that the authority is willing to review transactions post-completion, even after their occurrence if there is a competition concern.

This case shows that it is important to address the CMA even if the merger does not seem to have competition implications at the first glance.

Conclusion

Merger control is an area which the CMA focuses on, and the trend is towards more protection of competition and consumers. Therefore, it’s advisable that companies that are planning to merge should have a strict compliance plan, be ready to offer solutions and compromise when necessary.

Businesses need to know CMA expectations and must establish comprehensive competition compliance programs to operate within regulatory requirements and maximise chances of transaction approval.