UK: How to Escape Phase II Investigations in the Context of Mergers

Posted by D. Daniel Sokol

Stephen Kon and Amanda Butler (SJ Berwin) describe UK: How to Escape Phase II Investigations in the Context of Mergers.

ABSTRACT: The OFT has issued new substantive guidance on the three statutory exceptions to its duty to refer a merger to the CC for detailed phase II review; Much of the focus of the guidance is on the so called ‘de minimis’ exception where the markets are not regarded as sufficiently important to justify making a reference and where the OFT has developed a very detailed assessment process; The new guidance also updates and amends the OFT's earlier guidance on the situations in which it will consider accepting undertakings in lieu to the CC (particularly in relation to approval of purchasers and up-front buyer obligations). This article reviews the new guidance and its practical implications for parties.