CMA Publishes Proposals For Its Revised Approach To Merger Remedies

On 16 October 2025 the CMA launched a consultation on its revised approach to merger remedies. This follows an earlier call for evidence seeking views from stakeholders around three main themes: the CMA's approach to remedies, preserving pro-competitive merger efficiencies and merger benefits, and running efficient processes.

The proposed changes are incorporated in the CMA's Draft revised merger remedies guidance (CMA 87) and are based on the responses received to its call for evidence, as well as further stakeholder engagement through roundtables and the CMA's experience from past merger remedies cases. The changes are designed to incorporate the CMA's '4Ps' framework (pace, predictability, proportionality and process) in its approach to remedies.

The draft guidance makes it clear that, where mergers raise potential competition concerns, the CMA will work collaboratively with businesses to establish, as quickly as possible, whether there is an effective and proportionate remedy that addresses those concerns. The CMA envisages that this approach should allow it to clear more mergers with remedies at an earlier stage.

The CMA's approach to merger remedies

The CMA recognises that there is scope for more flexibility under its current analytical framework when assessing the effectiveness of merger remedies and to consider a broader range of potential remedies.

Based on the evidence from its engagement with academics and other competition authorities, the CMA considers that structural remedies offer several advantages over behavioural remedies and will generally remain preferable. The draft guidance does however make it clear that in some cases behavioural remedies can be effective and considers how the potential risks around behavioural remedies can be addressed.

For complex divestiture remedies, including carve-outs, the CMA makes it clear that its preference remains with the divestment of an existing business over a carve-out remedy, but the draft guidance provides greater clarity on the CMA's approach to assessing the effectiveness of carve-outs and other complex remedies.

For phase 1 remedies the current requirement is for such remedies to be clear-cut and capable of ready implementation. The draft guidance removes the presumption against behavioural remedies being accepted, in line with its wider revised approach to behavioural remedies, but makes it clear that such proposals will need to demonstrate, with the necessary evidence, the effectiveness of the remedy to the clear-cut standard.

Pro-competitive merger efficiencies and merger benefits

The draft guidance recognises that, in certain cases (such as Vodafone/Three), remedies can address the CMA's concerns as to whether merger-specific efficiencies are likely to materialise in a timely manner. These remedies can help secure efficiencies that strengthen competition, deliver customer benefits, and avoid a substantial lessening of competition (SLC). The CMA notes that the issue of efficiencies is largely outside the scope of the merger remedies review and will be considered in more detail in its substantive assessment guidance in due course.

The CMA does not intend to change the current high evidentiary threshold for relevant customer benefits (RCBs) but the draft guidance encourages the merger parties to submit the relevant evidence to the CMA as early as possible. This will ensure that the CMA has the necessary information and evidence to assess any RCB claims effectively, allowing it to engage with the merger parties (and where appropriate with third parties) within the statutory timeframework.

Remedies process

The CMA is also making a number of changes to improve its remedies process at phase 1. This includes additional guidance for the merger parties on engaging with the CMA on remedies throughout the process, including early without-prejudice discussions on remedies, a dedicated remedies meeting after the issues letter response, and specific guidance for fast-track cases including 'fix-it-first' remedies. These changes will be included in the CMA's guidance on jurisdiction and procedure to ensure that all guidance in relation to process, including for remedies, is included in the same document.

Announcing the consultation the CMA's Director for Mergers, Joel Bamford, said: "We have listened carefully to feedback, from businesses, advisers and academics and other stakeholders, and our proposals reflect this. We have also stayed anchored in our core priorities: putting UK consumers at the heart of what we do and making sure our decisions are grounded in strong evidence."

The CMA's consultation is open until 13 November 2025 and the final guidance is expected to be published by the end of the year.

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