- within Litigation, Mediation & Arbitration and Corporate/Commercial Law topic(s)
1. Summary
On 16 October 2025, the Competition and Markets Authority ("CMA") launched a four-week consultation on revisions to its merger remedies guidance. The proposed changes include clarifications regarding when behavioural remedies are likely to be effective, both in respect of Phase 1 and Phase 2 investigations, and how potential risks associated with behavioural remedies can be mitigated. The changes proposed by the CMA allow for a more flexible approach to when and if behavioural remedies are adopted in the context of merger control.
2. Background
The publication of the CMA's revised merger remedies guidance comes against the backdrop of the regulator's ongoing work to implement its '4Ps framework' – pace, predictability, proportionality and process – through which it aims to support the UK government's wider aim to drive growth, investment and business confidence in the UK.
Writing on LinkedIn on 16 October 2025, the CMA's Executive Director for Mergers, Joel Bamford, said:
"This year we have redoubled our merger reform efforts with the implementation of our new 4Ps framework. This has included launching the Mergers Charter, which sets out clear principles and overarching expectations for how the CMA will engage with businesses and their advisors during merger investigations, and publishing draft revised guidance on our merger jurisdiction and procedure. That guidance clarifies our jurisdictional remit and our approach to global mergers. Building on our Phase 2 reforms, it also updates our Phase 1 process to enable faster decisions and greater transparency and engagement with businesses, with many of the improvements already applying to cases since June.
Today marks a further milestone in our 4Ps work, with the launch of our consultation on proposed changes to our merger remedies guidance. Alongside the draft revised guidance, we have set out a summary of what we learned through our wide-ranging call for evidence that ran earlier this year, and the changes we're proposing. The result is a comprehensive refresh of our remedies guidance, designed to give greater clarity and certainty about our approach while keeping the focus firmly on effective outcomes".
The CMA launched a review of its approach to merger remedies in March 2025, during which it sought feedback from businesses, advisers, academics and other stakeholders on how it could ensure an efficient remedies process that preserves pro-competitive merger efficiencies and benefits, whilst supporting the CMA's general duty to promote competition for the benefit of consumers.
The revised remedies guidance published on 16 October is based on the input the CMA received during its review, and the CMA is now seeking feedback on its proposed changes. In particular, it is asking consultation respondents to comment on whether:
- overall, the changes introduced by the draft revised guidance are sufficiently clear and useful,
- any aspects of the draft revised guidance need further clarification or explanation, and why, and
- the changes proposed are consistent with the CMA's 4Ps framework.
3. Behavioural remedies
The changes proposed by the CMA allow for a more flexible approach to when and if behavioural remedies are adopted in the context of merger control, though the CMA maintains the ability to reject any remedy proposal which it does not consider to be effective and which could mean that a merger still leads to a substantial lessening of competition ("SLC").
Prior to this, the CMA's position was that it would generally only accept behavioural remedies in three specific circumstances: (a) structural remedies are not feasible; (b) the SLC is expected to have a short duration, or (c) at Phase 2, there are substantial relevant customer benefits ("RCB"s) which would largely be removed by structural measures but are preserved by behavioural measures.
In its consultation document, under the heading 'What we learnt from our review', the CMA notes some of the key themes arises from responses to its review earlier this year. These included the observation by some stakeholders that the CMA's focus on remedies having a "high degree of certainty" and fully solving the SLC risks ruling out effective remedies, and that the CMA should be more open to accepting behavioural and carve-out remedies in order to better align with the approach of other regulators such as the European Commission.
Under the revised guidance, the CMA maintains its position that structural remedies are generally preferable to behavioural remedies, but acknowledges that there are circumstances, both at Phase 1 and at Phase 2, under which behavioural remedies can be effective beyond the three specific scenarios identified under the old guidance. In particular, the revised guidance recognises that some behavioural remedies can be used to lock in pro-competitive rivalry-enhancing efficiencies, such as lower costs, better quality, a wider range of products, or increased innovation. The guidance also provides greater detail on how RCBs are to be assessed.
Finally, although the remainder the of the CMA's remedies guidance is unchanged in substance, the guidance document has been updated and modernised throughout in order to make it clearer and more useful to the business community.
4. Next steps
The CMA is inviting stakeholders to review its draft revised guidance and to submit feedback via its dedicated consultation website. At the conclusion of the consultation, responses will be published on the CMA's website, and the CMA will publish its final revised guidance at the end of the year.
Thereafter, the CMA has said it plans to explore additional merger control reforms, but this is not expected to be imminent. This is reflected in Joel Bamford's LinkedIn post, which concludes by saying:
"Looking forward, many of the reforms this year will need time to bed in before we engage in further merger reform work. That said, a further area we still plan to explore is our substantive approach to efficiencies, a topic we received extensive feedback on as part of the remedies review but was outside of its scope. More on this in due course".
The consultation on the draft revised merger remedies guidance closes on 13 November 2025.
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