4Ps and 3 themes – An overview of the CMA’s merger remedies review

Mergers charter and remedies review

On 12 March 2025 the CMA published two documents that – when taken together with recent senior speeches and decisional practice – indicate an evolving approach to UK merger control, with the stated aim of moving towards greater efficiency and flexibility of process, underpinned by a clear awareness of, and support for, the UK Government’s ‘pro-growth’ agenda.

Mergers charter

This is a statement of intent by the CMA, containing ‘clear principles and overarching expectations’ for how the CMA will engage with businesses and advisors during merger reviews, and what it expects from businesses in return. At its heart is the ‘4Ps’ framework (pace, predictability, proportionality and process) which the CMA announced in response to the Government’s draft Strategic Steer to the CMA, which sets out how it expects the CMA to support its mission of economic growth.

Merger remedies review

The CMA last updated its Merger Remedies Guidance in 2018. This is supported by a rolling remedy evaluations process, which last reported in 2023. Whilst the CMA announced some time ago that it would be reviewing its Remedies Guidance this year (as it has periodically done), this exercise has taken on increased significance in light of Government messaging and recent senior personnel changes at the CMA. (The Government has also subsequently announced its intention to consider legislative change revisiting the broad and flexible ‘share of supply’ and ‘material influence’ jurisdictional tests – further indicating a desire to provide more certainty and clarity to the UK merger control process.)

Key themes of the remedies review

The CMA’s call for evidence requests feedback on a range of questions, under three headline themes: the CMA’s approach to remedies, preserving pro-competitive merger efficiencies and benefits, and running an efficient process.

The first theme (approach to remedies) covers a wide range of issues. These include: whether the current approach of requiring remedies to be ‘clear cut’ and ‘capable of ready implementation’ should be revisited, whether the current distinction between structural and behavioural remedies makes sense, in what circumstances behavioural remedies may be appropriate, and how the risks associated with ‘carve-out’ divestment remedies can best be mitigated. Overall, the CMA appears to be receptive to the consideration of more complex, creative remedy solutions in appropriate cases, including during the Phase 1 process.

The second theme (pro-competitive efficiencies and benefits) considers how remedies can be used to preserve ‘rivalry-enhancing efficiencies’ and ‘relevant customer benefits’ post-merger. The CMA is seeking views on its current approach to assessing these efficiencies and benefits, on the nature of supporting evidence it considers, and on how it engages with merger parties on these issues.

The final remedy theme relates to all things process, and ties in closely to the ‘process’ theme of the 4Ps framework. It is also a continuation of the reforms implemented in 2024 for Phase 2 mergers, which aimed to streamline and front load the Phase 2 process, to facilitate increased efficiency and earlier and better engagement with merger parties. The CMA invites views on how well these new Phase 2 processes are working, and on how consideration of remedies at Phase 1 can be improved to give the greatest possibility of avoiding the time and cost of a Phase 2 investigation.

Global deals and international cooperation

The call for evidence notes that since the last Remedies Guidance revision in 2018, and following the UK’s exit from the EU in 2020, the CMA has gained significant experience in dealing with an increasing number of large, complex, multi-jurisdictional deals. The CMA refers to instances where it has investigated mergers in parallel with competition authorities in other jurisdictions (including in relation to remedies), as well as cases where it prohibited mergers in the UK but where remedies were accepted by the European Commission.

In terms of the direction of travel, and what to expect from the CMA’s evolving approach to multi-jurisdictional mergers, two particular aspects are emerging.

First, the CMA intends to focus more on deals that, in the words of its CEO Sarah Cardell, “have a clear and direct impact in the UK” – it may be more willing to take a back seat in global transactions where the UK nexus is limited or indirect. Secondly, indications are that the CMA will be looking to coordinate and collaborate more closely with other competition authorities, both domestically and internationally.

These two related aspects would be in line both with the 4Ps - demonstrating a proportionate approach, greater efficiency and helping to bolster business confidence – and with the draft Strategic Steer, which states that the CMA should consider action taken by other authorities and avoid duplication where parallel actions effectively address issues arising in UK markets.

Next steps

The CMA’s remedies consultation ends on 12 May. The aim is for revised Remedies Guidance to be in place by the end of this year. If you would like to discuss any aspect of this article, including the CMA’s approach to remedies or UK merger control more generally, please get in touch with us.

Authored by Angus Coulter, Alice Wallace-Wright, Karman Gordon, and Denise Hotham-Kellner.