Antitrust

As previewed in our previous post (here), the UK government has announced a wide‑ranging package of proposed ‘refinements’ to the UK mergers regime, intended to improve its pace, predictability, proportionality and process (the ‘4Ps’). The consultation signals significant institutional, jurisdictional and procedural changes that would reshape how the Competition and Markets Authority (CMA) reviews mergers.  This post explains the proposals and their practical implications for merging parties dealing with the UK regime.

Why now? The policy backdrop

The UK government’s reform proposals, published on 20 January 2026 (the “Consultation”), support its wider growth agenda and follow a year of transformation by the CMA as it embeds the 4Ps framework.   The Consultation praises the efforts already made by the CMA to respond to the government’s call to enhance investor and business confidence in the UK mergers regime.  These include streamlining Phase 1 investigations, improved business engagement and adopting a more proportionate approach to global deals.  But the Consultation goes one step further to highlight areas where legislative change could support the CMA’s “operational transformation”.

Abolishing the independent panel

The headline change is the proposed abolition of the CMA’s independent panel system for Phase 2 merger and markets decisions, a legacy from the period when the CMA’s functions were split between two independent bodies (the OFT and Competition Commission).  

Under the proposal, determinations would instead be made by sub‑committees of the CMA Board, mirroring the Digital Markets Board Committee (DMBC) model introduced for the UK’s digital markets regime which became operational a year ago.  As with the DMBC model, at least half of the members of the relevant sub-committee would have to be either non-executive CMA Board members or drawn from a pool of government-appointed external experts (which would replace the Panel). 

The intent is to deliver greater consistency, accountability and predictability in some of the CMA’s most significant decision-making functions through direct involvement of the CMA Board.  Critics, however, argue that the changes will remove important checks and balances under the panel system and increase the potential for political interference in CMA decisions.

Despite the attention, the practical impact for merging firms dealing with the CMA may be modest: the CMA only manages a handful of Phase 2 merger cases each year (5 in 2024, 4 in 2025).  Concerns – including claims of potential ‘cronyism’– are also likely to be overstated.  Indeed, the use of independent panels today makes the CMA an international outlier, whereas the reforms would bring the CMA’s structure closer to the administrative decision‑making model which has been used by the European Commission and several other international regulators for many years.  Moreover, the perceived independence of Phase 2 panels from the CMA executive had in practice waned since the OFT and Competition Commission merged into a single body in 2014.

The consolidation of power within the CMA Board is potentially more significant in relation to markets investigations – a unique feature of the UK regime which provides the CMA with broad powers to investigate any sector of the economy and ultimately impose a wide range of remedies (including divestments and price controls) where it identifies features of a market that adversely effect on competition.  Notably, the CMA does not need to establish any anti-competitive conduct in order to impose remedies. 

At present, Panel members are the sole decision-makers in market investigations, but – like Phase 2 mergers – will be replaced by sub-committees of the CMA Board under the proposed reforms.  Building on the digital markets regime, this change would effectively give the CMA executive the power to intervene in any market in the UK without an independent ‘fresh pair of eyes’ to act as a check. 

An equally pressing concern is whether the CMA Board will have sufficient bandwidth to effectively handle the increased workload.  Under the proposals, the CMA Board will have decision-making responsibility for Phase 2 mergers, market investigations (which can last 2 years or more end-to-end) and the digital markets regime, all on top of their broader functions.  Firms may well therefore question how much time the decision-makers will have to devote to properly understanding the complexities and evidence in play in individual cases.  This, alongside the role played by external experts, will be crucial in shaping business perceptions of the reforms.   

Clarifying the CMA’s merger jurisdiction

To improve predictability, the government proposes to define exhaustive lists of factors that the CMA may consider in assessing the “share of supply” and “material influence” jurisdictional tests. 

For the share of supply test, the CMA would be limited to considering value, cost, price, quantity, capacity, and number of workers, removing its current broad flexibility to consider any “other criterion, of whatever nature” in assessing shares of supply.

For material influence (as well as the ‘intermediate’ threshold of de facto control), the CMA would be limited to assessing the following factors:

• Shareholding or voting rights (with the ability for the CMA to consider specific thresholds e.g. at least 15%, or lower shareholdings in combination with other factors).
• Board representation or appointment rights.
• Special voting rights or veto rights over strategic decisions.
• Access to confidential strategic information.
• Commercial, financial, or consultancy arrangements.

These changes are intended to enhance the predictability of the UK regime, but represent only modest (some would say underwhelming) reform in practice. Indeed, as the Consultation recognises, the changes “would put on a statutory basis the factors already considered by the CMA in practice” and reflected in the CMA’s recent updates to its procedural guidance.

As such, the proposals would leave the CMA with significant discretion to assert jurisdiction where it wishes to do so. Nevertheless, the CMA’s commitment to increased business certainty under the 4Ps framework will hopefully mean that excessive use of that discretion, as has been seen in certain past cases, will be avoided in future.   

Mergers process: more time and fewer crunch points

The proposals would extend the timetable for Phase 1 merger remedies to be agreed following a Phase 1 SLC decision from 10 to 20 working days.  Though parties will still have to put forward a proposal within five working days, the CMA would also have discretion to grant the merging parties a five working day extension to further develop their solutions. 

This change is intended to avoid “near misses” on remedies, where merging parties make a proposal that is close to sufficient but run out of time to make necessary amendments, enhancing the CMA’s options to avoid unnecessary Phase 2 referrals where suitable remedies are available.   

In addition, the government is proposing to pause statutory deadlines over the Christmas period, a welcome recognition that CMA requests for information under tight deadlines – often issued shortly before the Christmas holidays – can have the effect of “undermining the goal of positive relationships between the CMA and the parties with a stake in its investigations”.

Government oversight of CMA guidance

The government proposes to introduce new provisions giving the Secretary of State a “formal role” – either a consultation right or approval requirement – in relation to a wider range of key CMA guidance (currently limited to those concerning digital markets regime, civil penalties and international cooperation), to ensure that guidance is “fit for purpose and delivers increased predictability for businesses”. This would include the CMA’s mergers guidance, such as the Merger Assessment Guidelines.  

Given the CMA has already undergone an extensive refresh of its guidance in recent years, the effect of this change is only likely to be felt gradually as new or revised guidance comes forward, but (like the changes to the panel system) it raises the prospect of greater government influence over the CMA’s work in future. 

What is missing from the proposals?

Many in the competition community have long advocated for changes to the UK regime to allow greater scrutiny of CMA Phase 2 merger decisions, in particular through changes to the appeal standard (i.e. moving from the current judicial review standard to a full merits appeal) and/or greater access to file for the merging parties in Phase 2, similar to the EU process. 

These arguments were amplified when the proposed abolition of the panel system was first floated last year, with many taking the view that the removal of an independent ‘fresh pair of eyes’ should be compensated for through additional procedural protections. 

Nevertheless, the Consultation makes clear the government has no plans to change the appeal standard, and there is no reference to parties’ access to file.  Alongside the muted changes to the jurisdictional tests, this will be seen as a missed opportunity to improve business confidence in the UK mergers regime.

Timeline and short term impact

Responses to the Consultation are due by 31 March 2026, with the government committing to bring forward legislation “as soon as Parliamentary time allows”.  In reality, it will take several months – quite possibly into 2027 – for the government to both firm up its proposals in response to stakeholder feedback and complete the legislative process.  Accordingly, no immediate changes should be expected, but the reform proposals demonstrate the continued prominence given by the UK government to improving businesses’ interaction with the UK competition regime. 

Perhaps most meaningful in the short term is the emphasis placed on increasing the chances of remedies being accepted at Phase 1.  This is particularly notable when coupled with the CMA’s recent changes to its mergers remedies guidance to provide greater flexibility on the types of remedies the CMA may accept and a clearer path to Phase 1 clearance even for more complex solutions.