DMCC Act: A guide to the new merger rules 

The DMCC Act  introduces the most significant changes to the UK merger control regime since the Enterprise Act 2002:

• changes to the generally applicable jurisdictional thresholds – including introducing a new threshold for mergers involving no overlap between the parties’ activities (intended to catch so called ‘killer acquisitions’), raising the target turnover threshold to £100 million, and introducing a de minimis safe harbour to those mergers caught by the share of supply test; 
• new sector-specific jurisdictional thresholds – including compulsory notification for certain acquisitions by operators in digital markets designated as having strategic market status (SMS), and new powers in relation to acquisitions of a newspaper by a foreign power; 
• increased enforcement powers – including increased fines for procedural infringements, and new powers to impose fines for failure to comply with enforcement orders and undertakings in lieu of a reference (UILs); and 
• procedural changes in relation to Phase 2 investigations – including greater flexibility to fast track cases to Phase 2 and powers to extend the Phase 2 review period with the consent of the parties. 

A table setting out the changes, comparing them with existing rules and giving some brief analysis is set out below.   

Most of the changes are due to be brought into force later this year, with the necessary secondary legislation expected in the Autumn.  However, the changes in relation to newspaper mergers capture relevant mergers completed on or after 13 March 2024.  

The CMA is currently consulting on proposed guidance on the application of the new regime for SMS operators and aims to publish new guidance shortly.