2024 M&A Year in Review - Flipbook - Page 77
M&A Year in Review | 2024
EU
United Kingdom
Under the new leadership of Spanish Commissioner
Teresa Ribera, the European Commission announced a
focus on “resilience, efficiency, and innovation.” This
policy shift includes heightened scrutiny of foreign
subsidies, a push to accelerate the transition to
renewable energy while maintaining affordable energy
prices, and a sharper lens on so-called “killer
acquisitions” by foreign buyers targeting EU assets.
The UK’s Competition and Markets Authority
(CMA) has gained expanded power under the
Digital Markets, Competition and Consumers Act
2024 (DMCC), which could significantly impact
review of deals in the technology, digital markets,
and AI sectors. Notably, the CMA can now
scrutinize “killer acquisitions” even in the
absence of overlapping activities between the
target and acquirer. If one party — even just the
acquirer — has at least a 33% share of supply and
UK revenues of £350 million, this is a sufficient
basis to establish CMA jurisdiction.
Following the European Court of Justice’s ruling that
curtailed the Commission’s ability to use Article 22
referrals to review transactions falling below EU or
national merger control thresholds, the Commission
is now exploring alternative approaches. EU Member
States are increasingly encouraged to adopt measures
such as transaction value thresholds and “call-in”
powers for strategically significant transactions, even
if they fall outside traditional criteria for notification.
The EU Foreign Subsidies Regulation has also
emerged as broader in scope than originally
anticipated, now capturing a growing number of
transactions. Companies continue to face challenges
in gathering foreign subsidy information globally,
making early preparation essential for dealmakers in
2025, particularly if state-owned or controlled entities
are part of a transaction.
While heightened regulatory scrutiny adds
uncertainty, it also creates opportunities. Deals
that align with national or regional policy goals —
such as strengthening European industrial
resilience, energy security, or technological
leadership — may find a smoother regulatory path.
Although the UK’s merger control regime
remains largely voluntary, companies designated
as having Strategic Market Status (SMS) are now
subject to mandatory reporting of certain
transactions. This new requirement is enforced
by the new Digital Markets Unit (DMU), a
specialized body within the CMA.
These expanded enforcement tools arrive as the
CMA reaches a possible inflection point. The
newly elected Labour Government faces
mounting political pressure to cut red tape and
promote economic growth. The appointment of
the former head of Amazon UK as CMA Chair in
January 2025 has already sent a clear political
message. In March 2025, the CMA launched a
review of its merger remedies, potentially
signaling an increased willingness to accept
behavioral remedies as an alternative to
mandatory divestitures.
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