Details
- 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
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.
Readership: Legal practitioners working in commercial and company law, especially those specialising in mergers and acquisitions; economic consultants; governmental and regulatory officials; reference libraries; academics; students.
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: The Competition Appeal Tribunal and Judicial Review
18: Managing Risk in Regulatory Decisions
Part IV: Special Cases in UK Merger Control
19: Introduction: The Exceptional Character of Specific Circumstances
20: Intervention by the Secretary of State: (Special) Public Interest Cases
21: Intervention by the Secretary of State: Mergers in the Media Industry
22: Mergers in the Water Industry
Conclusion: The Future of UK Merger Control
23: 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)
Andrew Scott, Senior Lecturer in Law, Law Department, London School of Economics, Morten Hviid, Professor of Competition Law, Norwich Law School and Centre for Competition Policy, University of East Anglia, and Bruce Lyons, Professor of Economics, School of Economics and Centre for Competition Policy, University of East Anglia
Christopher Bright
, Partner, Shearman and Sterling LLP, London
"A specialist work in this area is to be welcomed, particularly when it is as lucid and well written as is this one. Even if this text were not good it would be recommended purely for being the first of its kind, and Oxford University Press are to be congratulated for bringing out books in such a timely fashion dealing with both the EC and UK regimes. It is a pleasure, however, to be able to recommend this text not because it is timely, but because it is clear, well-structured and comprehensive in its treatment of the issues raised by this most complex area of commercial regulation." - Mark Furse, ECLR
