In brief
On 19 December 2025, the UK Competition and Markets Authority (CMA) published its final guidance on merger remedies, concluding a review that began in March 2025. This forms part of the CMA's broader initiative to embed the "4Ps" framework – pace, predictability, proportionality, and process – across all its activities, supporting the UK government's economic growth strategy.
Baker McKenzie submitted recommendations, informed by practical experience, aimed at enhancing the merger remedies guidance and ensuring it is fit for purpose. We are pleased that many of our suggestions have been incorporated. The updated guidance reflects a more business-friendly approach, which follows recent changes in the approach of the United States antitrust agencies which likewise make merger remedies more doable.
In more detail
Adopting a more flexible approach to behavioural remedies
Historically, the CMA has shown a clear preference for divestment remedies and accepted behavioural remedies only in limited circumstances. The new guidance now expressly recognises that behavioural remedies "can be effective in some cases", and confirms that their suitability will be assessed on a case-by-case basis, thus widening the range of circumstances in which behavioural remedies would be deemed effective. In addition, the CMA highlights a broader set of factors that can mitigate risks associated with behavioural remedies, including:
- Where the behavioural remedy is time-limited and intended to apply for a defined duration;
- In regulated sectors where the regulator has the capability to effectively oversee and enforce the remedy;
- In industries with characteristics such as high transparency, enabling third parties to readily detect non-compliance;
- Where the behavioural remedy is consistent with established market practices and norms within the relevant industry;
- In markets that are stable and mature, where competitive conditions are unlikely to change significantly in ways that would undermine the remedy's effectiveness; and
- When the merging parties agree to appoint and fund a monitoring trustee to ensure compliance.
Recent decisions indicate that the CMA is already becoming more receptive to behavioural remedies across a broader range of circumstances in practice. For instance, in Vodafone/Three, the CMA cleared the merger at Phase 2 subject to commitments including an GBP 11 billion network investment over eight years and three-year price caps for customers. Similarly, in Schlumberger/ChampionX, an interesting example from an unregulated sector, the CMA accepted undertakings at Phase 1, which included a behavioural remedy.
While we welcome the CMA’s broader consideration of factors when assessing the suitability of behavioural remedies, we would have liked to have seen the CMA add to the list that such remedies can also be appropriate in dynamic, innovation-driven markets. As we explained in our response of 12 May 2025 to the Call for Evidence and reiterated in our consultation response, such markets are more likely to change materially, making permanent structural remedies less appropriate, effective or necessary. In technology-driven sectors, access to data, applications, platforms, or intellectual property is often more critical to preserving competition than maintaining market structure through asset transfers.
Increased clarity on carve-outs
The CMA has maintained its position that divestment of a standalone business is more likely to be an effective remedy than a carve-out. However, the updated guidance provides additional detail on how carve-out remedies will be assessed, offering greater clarity for businesses considering such options. The updated guidance also sets out several measures that merger parties can take to mitigate the risks of complex remedies (like carve-outs) and increase the chances that they will be considered effective, including the use of a monitoring and/or divestiture trustee, securing an upfront buyer, and defining a fall-back remedy if the complex divestment cannot be completed successfully.
Increasing engagement with parties during pre-notification and at an early stage of the Phase 1 review
The CMA has updated its approach to remedy discussions and procedure, aiming to improve transparency and efficiency. This includes:
- Inviting early, without-prejudice engagement on remedies, even during Phase 1 or pre-notification;
- Clear guidance for merger parties on working with the CMA on remedies for the period before and after a Phase 1 issues letter;
- Offering a dedicated meeting shortly after submission of the parties' response to the issues letter; and
- Encouraging use of monitoring trustees or industry experts to assist with remedy proposals and support the CMA's assessment.
As at least one recent precedent indicates, engaging early on remedies is recommended: in Getty/Shutterstock, the CMA rejected the parties' proposed Undertakings in Lieu (UILs) and referred to the transaction to Phase 2, noting that the parties "offered a complex package of remedies at a late stage in the Phase 1 process".
Convergence with US trends
These reforms are expected to advance the UK Government's economic growth objectives while improving clarity, consistency, and efficiency in merger reviews. The CMA's updated guidance also aligns with a trend toward a more business-friendly stance on merger remedies in the United States. Under the current US administration, US antitrust agencies have demonstrated a renewed interest in negotiating merger remedies, approving eight transactions with conditions during the first nine months of the administration. This marks a sharp contrast with the previous administration, when antitrust agencies expressed scepticism that remedies could effectively address competition issues, resulting in a policy of typically litigating to block problematic mergers outright rather than pursuing negotiated settlements.
For businesses, these recent shifts in the UK and US toward increased openness to remedies signal the antitrust authorities in those jurisdictions will take a more pragmatic and collaborative approach when considering potentially problematic transactions. This increased openness, however, also means that businesses will need to proactively engage with antitrust authorities – early dialogue and tailored remedy strategies will be critical to navigating this evolving landscape and securing successful outcomes.
For specific advice on this development and to help your business navigate the changes, please contact the London Competition & Antitrust team.
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Tom Smith, Trainee, has contributed to this legal update.