Advisory and regulatory
Competition and merger control advisory
We advise businesses on the competition law dimensions of their transactions and commercial arrangements.
Overview
Competition law touches a wide range of commercial activity, from the acquisition of a business to the terms of a distribution agreement or a collaboration with a competitor. Our competition advisory work helps clients identify competition considerations early and address them within the structure of the transaction or arrangement.
In mergers and acquisitions, we assess whether a transaction is notifiable to the competition authorities, the likely timeline and the information required, and we coordinate the preparation of merger filings with the client's economists and other specialist advisers where the transaction requires them. In commercial arrangements, we identify provisions that may give rise to competition risk and structure them accordingly.
Our competition work is advisory. Contested proceedings before the Competition Tribunal or the courts are conducted by admitted practitioners, with whom we work where a matter requires it.
Services
What the work involves
Merger notification analysis
We assess whether a transaction constitutes a merger under the Competition Act and whether it meets the thresholds for notification, and we advise on the effect of notification on the transaction timetable and conditions. Early clarity on notification allows the transaction timetable and conditions precedent to be set realistically.
Merger filings
We prepare and coordinate merger notifications and supporting information, and manage engagement with the authorities during the review, working with specialist economists where the competitive analysis requires it. A complete and well-prepared filing supports an efficient review.
Public interest considerations
We advise on the public interest factors that the authorities consider in merger review, including employment and the spread of ownership, and on how these can be addressed in the transaction. Considering these factors early allows the parties to shape commitments that support the transaction.
Commercial arrangements
We review distribution, supply, franchise, joint venture and collaboration agreements for provisions that may raise competition concerns, including exclusivity, resale price and information-sharing provisions. We propose alternative provisions that achieve the commercial objective with less competition risk.
Competitor collaboration
We advise on joint ventures, joint bidding and other collaborations between competitors, and on the safeguards required to manage competition risk. These safeguards often include clear limits on the information exchanged and the scope of the collaboration.
Compliance programmes
We design competition compliance programmes and training for boards and commercial teams, focusing on the conduct most likely to create risk in the client's business. A well-designed programme protects the business and demonstrates its commitment to compliance.
Who we work with
Parties to acquisitions, mergers and joint ventures; businesses with distribution, franchise or supply networks; companies collaborating with competitors; and boards seeking assurance on competition compliance.
How we work
Early identification
We identify competition questions at the start of a transaction, when they are easiest to address.
Specialist coordination
We work with economists and other specialists where a matter requires it.
Clear boundaries
Our role is advisory; contested proceedings are handled by admitted practitioners.
Common questions
Does every acquisition need competition approval?
No. Only transactions that constitute a merger under the Competition Act and meet the prescribed thresholds must be notified, although the authorities may in some circumstances call for the notification of smaller mergers. We assess this early in every transaction.
Technically sound. Commercially minded.
Advice that begins with technical precision and extends to the commercial and strategic judgement that founders, owners and executives rely on.