Consultation on revised draft Mergers and Acquisitions Guidelines
The Commission is currently consulting on revised draft Mergers and Acquisitions Guidelines. This revised draft includes a redrafted version of our Merger Clearance Process.
More information including the draft guidelines can be found on the Mergers and Acquisitions Guidelines page. Comments on these guidelines are due by 5pm Tuesday 9 April and we expect to publish the revised Merger and Acquisition Guidelines by the middle of this year.
Current Merger and Acquisition Clearance Process Guidelines
The Commission is responsible for assessing applications for clearance from businesses seeking to acquire or merge with competitors. These applications are voluntary.
If clearance is given, the merger is protected from proceedings for breach of sections 27 or 47 initiated by the Commission and/or any other parties under the Commerce Act 1986 (the Act) provided it occurs within one year of the clearance being granted (or confirmed by a court), and proceeds in accordance with the clearance.
The Commission aims to make robust decisions on applications for clearance as quickly as possible in order to improve business certainty. These guidelines have been produced to help achieve robust and timely decisions by providing information about the process and the kinds of information the Commission requires, as well as indicative timelines. They should be read alongside the Commission's Mergers and Acquisitions Guidelines, which provide details of how the Commission applies the substantial lessening of competition test against which mergers are assessed.
The Commission recognises that it will often ask acquirers to provide a great deal of information at the start of the process, but considers that this will in most cases reduce the need for further information requests and extensions. Assessing some applications for clearance may take longer than the timeframes indicated in the guidelines because of their complexity.
These guidelines reflect the Commission's current process for assessing applications for clearance. The Commission's practice will continue to develop in light of judicial precedent, general practice and experience. These guidelines may, in due course, be supplemented, revised or replaced. Although the Commission will generally follow these guidelines in assessing applications for clearance under the Act, it will apply them flexibly and may depart from the approach described when warranted. These guidelines will be updated as required.
Although they cover the main process issues for businesses and their advisers, these guidelines do not cover every issue that may arise. They are not intended to be:
- a binding statement of how discretion will be exercised in a particular situation;
- a substitute for legal advice; or
- a restatement or definitive interpretation of law such as the Act (or the regulations or orders made under it).
Anyone in doubt about whether they may be affected by the legislation should consider seeking legal advice.