UK Merger Control and NSI Regimes: Key considerations

When planning transactions, parties need to consider the potential application of merger control regimes worldwide. 

As part of the Chambers Global Practice Guides series, partners Samuel Beighton and Bernardine Adkins have contributed an overview of the UK merger control regime, highlighting key considerations when planning acquisitions or investments with a connection to the UK. These include:

• the ability of the UK Competition and Markets Authority (CMA) to investigate acquisitions of minority shareholdings;
• the CMA's ability to investigate "foreign-to-foreign" transactions, including where the target business does not achieve any turnover in the UK; and
• the risks that may arise when transactions are completed without UK merger clearance.

In addition to the UK merger control regime, parties planning transactions with a connection to the UK should also consider the potential application of the National Security and Investment Act 2021 (the NSI regime). This imposes mandatory notification requirements upon certain types of transactions and enables the UK's Secretary of State for Business, Energy and Industrial Strategy (the "SoS"), acting on behalf of the UK government, to:

• "call-in" and review a broad range of completed and planned transactions, where the SoS reasonably suspects these have given rise to, or may give rise to, a risk to national security; and
• make "final orders" where the SoS reasonably considers it necessary and proportionate to do so to prevent, remedy, or mitigate risks to national security. The provisions of a "final order" could include the imposition of conditions upon a given transaction, or the prohibition of the transaction (either partially or completely).

Our experts have previously outlined key aspects for parties to consider in the context of the NSI regime, and have explored the implications of this regime in more detail in the ICLG publication, Foreign Direct Investment Regimes 2022.

If you have any questions about the UK merger control or NSI regimes, please contact Samuel Beighton or Bernardine Adkins.