Currently, a wide range of mergers and acquisitions involving UK companies fall within the scope of the EU merger control rules. If the parties to the transaction satisfy the relevant jurisdictional thresholds, the transaction must be notified to, and approved by, the Commission before it can be implemented. Generally, if a transaction falls within the scope of the EU regime, the Commission has exclusive jurisdiction over it, thereby precluding examination by the national competition authorities in the individual EU Member States, which currently includes the UK.
Following Brexit (and any implementation period prolonging the effect of EU law in the UK), this “one stop shop” provided by the European Commission will no longer apply to the UK. Parties would therefore have to consider the possible application of the UK merger control rules in addition to any potential EU notification.
Parties falling within the scope of both regimes will consequently face the prospect of concurrent merger filings. This will lead to increased costs and complexity and pose the risk of divergent decision-making in relation to the same transaction, thereby increasing regulatory uncertainty. For the largest transactions that already trigger multiple filing requirements around the world, the possibility of an additional filing in the UK is unlikely to result in considerable inconvenience in this regard. However, the risks are greater for transactions that under the current regime would trigger an EU notification but few if any filing requirements elsewhere.