Subjects:

Competition Law, Company Law, Competition Law

Contents:

Table of Cases

Tables of Legislation

Introduction: The Structure and Context of Merger Control in the United Kingdom

1 The Structure and Context of Merger Control in the United Kingdom

Part I: The Scope of Merger Control in the United Kingdom

2 Introduction: The Relevant Merger Situation

3 The Merger Situation: 'Enterprises Ceasing to Be Distinct'

4 Determining Relevance: The Threshold Tests

5 Relationship with the EC Merger Control Regime

Part II: The Substantive Appraisal of Mergers in the United Kingdom

6 Introduction: The Substantial Lessening of Competition

7 Determining the Relevant Market

8 Horizontal Effects: Unilateral

9 Horizontal Effects: Co-ordinated

10 Vertical Effects

11 Conglomerate and Indirect Effects

12 Quantitative Techniques in Merger Analysis

Part III: The Procedure and Enforcement of Merger Control in the United Kingdom

13 Introduction: The Two-Stage Assessment of Mergers

14 The Office of Fair Trading and Referral Decisions

15 The Competition Commission and Substantive Decisions

16 The Agreement of Merger Remedies

17 Managing Risk in Regulatory Decisions

Part IV: Special Cases in UK Merger Control

18 Introduction: The Exceptional Character of Specific Circumstances

19 Intervention by the Secretary of State: (Special) Public Interest Cases

20 Intervention by the Secretary of State: Mergers in the Media Industry

21 Mergers in the Water Industry

Conclusion: The Future of UK Merger Control

22 The Future of UK Merger Control

Appendices

Relevant Statute: A Enterprise Act 2002 (Parts 1-3 and 5

Schedules 1-4, 6-8, and 10-11)

B Communications Act 2003 (Part 5, Chapter 2)

Relevant Guidance: C A Summary of Office of Fair Trading and Competition Commission Guidance

Schematic Diagrams of the Merger Control Process: D Typical Shape of a Competition Commission Merger Inquiry E Procedure Under Article 4(4) ECMR F Procedure Under Article 4(5) ECMR G Procedure Under Article 9 ECMR H Procedure Under Article 22 ECMR

Standard Forms: I Merger Notice J Template for Interim Undertakings (Competition Commission) K Form RS: Reasoned Submission Pursuant to Article 4(4) and (5) of Council Regulation (EC) No 139/2004)

Merger control in the United Kingdom has recently entered a new phase in its development. The advent of the relevant aspects of the Enterprise Act 2002 has been welcomed as a 'depoliticisation' of the regime. The role of the Secretary of State has been all but excised, and the substantive criteria against which mergers are assessed have been revised to offer formally a competition-based standard.

Together with guidance published subsequently, the reforms also prescribe a range of new procedural guarantees for those parties affected under the regime. In addition, the EC merger control regime and in particular the nature of its relationship with the competent authorities of the Member States has been significantly revised.

It is against this backdrop that the authors - leading experts with first rate regulatory, practical and academic experience - offer a comprehensive statement of the law, architecture, and procedure of merger control in the United Kingdom; explain the factors pertinent to the economic appraisal of mergers in a manner accessible to a legal audience; and give invaluable practical guidance on managing the transactional process and regulatory risk.

• Comprehensive coverage of the law, architecture and procedure of United Kingdom merger control: a single, convenient source for all queries on the subject
• Invaluable practical advice on shaping and preparing transactions while minimising regulatory risk
• Expert economic commentary, presented in a manner accessible to a non-specialist readership, provides readers with an understanding of the role that economics plays in merger control
• Detailed appendices allow readers to access basic texts easily
• A companion website provides ongoing coverage of the most recent developments, keeping the readers fully up to speed