Bitter medicine for Cinven

CMA reportedly seeking first Competition Disqualification Orders against PE fund directors

Summary

• The UK Competition and Markets Authority (CMA) is reportedly seeking disqualification orders against Cinven’s CEO and CFO/COO for unfair and excessive pricing of liothyronine tablets by Advanz Pharma, a Cinven-owned company.
• The Court of Appeal upheld the CMA’s 2021 decision against Advanz and Cinven, confirming unfair and excessive pricing for liothyronine tablets, which resulted in increased costs to the NHS, without any justified rise in production costs or investment.
• If a director’s disqualification order is sought, this marks the CMA’s first attempt to hold private equity fund directors personally liable for anti-competitive conduct by a portfolio company, setting a significant precedent in UK competition enforcement.
• Directors subject to a competition disqualification order may be banned from managing UK companies for up to 15 years.
• Disqualified directors may apply to the courts for permission to continue acting in certain roles, subject to strict oversight and compliance measures. Courts balance the company’s needs against the seriousness of the misconduct, granting permissions only in exceptional circumstances.
• The CMA’s powers to seek disqualification orders now also cover serious consumer law breaches under the Digital Markets Competition and Consumer Act 2024.
• Directors should ensure compliance with competition and consumer laws, maintain proper insurance, and seek specialist advice if investigated.

Introduction

On 30 October 2025, the Financial Times reported that the UK Competition and Markets Authority (CMA) is considering seeking court orders to disqualify the CEO and CFO/COO of private equity firm Cinven for a serious breach of UK competition law.

This news follows a significant victory for the CMA in May 2025, when the UK Court of Appeal upheld the CMA’s 2021 decision against Advanz Pharma and Cinven (the owner of Advanz) for charging excessive and unfair prices to the NHS for liothyronine tablets, which are used to treat thyroid hormone conditions.

This would be the CMA’s first high-profile enforcement action against a PE fund director personally in connection with anti-competitive activities by its portfolio company. It reflects the CMA’s increased focus on pursuing associated parties deemed complicit in alleged wrongdoing and a broader shift towards more robust civil enforcement for competition law breaches, including imposing personal liability on those involved.

Since April 2025, the CMA has also had the power to seek director disqualification orders for consumer law breaches under the Digital Markets Competition and Consumer Act 2024 (DMCC Act).

Court of Appeal confirms CMA’s Liothyronine excessive pricing decision 

Between 2009 and 2017, Advanz, the sole supplier of liothyronine tablets in the UK, implemented 63 price increases, raising the price per box from £20 to £247 without justification. As a result, the NHS's annual spending on liothyronine surged from around £2.3 million in 2009 to more than £30 million by 2016, despite order volumes remaining steady. The CMA found that, during Cinven’s period of ownership, production costs did not significantly increase, and there were no substantial investments or R&D being made that might have justified the price increases. In 2021, the CMA issued an infringement decision against Advanz, its owner Cinven, and former owner HgCapital, imposing total fines of over £100 million. The UK's price regulation mechanism at the time did not apply to liothyronine tablets, as the regulation only covered branded medicines sold to the NHS, and liothyronine tablets were de-branded in 2007.

The parties appealed to the Competition Appeal Tribunal in August 2023, which upheld the decision but reduced the fines. The CMA, Cinven, and Advanz made a further appeal to the UK Court of Appeal. In May this year, the Court of Appeal rejected Advanz’s and Cinven’s appeals, confirmed the excessive pricing findings in relation to Advanz, and reinstated the original penalty of £51.9 million against Cinven (which had been reduced to £37.1 million in 2023 in an earlier appeal to the Competition Appeal Tribunal).

Following its success in the Court of Appeal, the CMA is now reported to be seeking Competition Disqualification Orders (CDOs)against Cinven’s CEO and COO/CFO, whom the CMA considers to have had close oversight over the excessive and unfair pricing strategy. If the courts were to approve CDOs against the Cinven directors, those directors would be prevented from acting as directors of any UK company, including Cinven itself. This would be the first time that a PE fund will be required to implement a significant change of fund leadership and management as a result of the anti-competitive activities of a former portfolio company.

Competition Disqualification Orders

The CMA may seek a CDO against a director of a company that has breached competition law. As a matter of policy, the CMA only pursues CDOs for the most harmful anti-competitive behaviours, such as price-fixing and excessive pricing. Directors subject to a CDO can be barred from any role in managing or promoting a company in the UK for up to 15 years.

Given the gravity of this sanction, the CMA is required to prove in the courts that, in addition to a relevant competition law infringement having taken place, either:

1. the person’s conduct contributed to the competition law breach; or
2. the person had reasonable grounds to suspect there had been a breach and did not take steps to prevent it; or
3. the person did not know, but ought to have known, that the company was in breach.

Given the high evidential thresholds, most successful CDOs have historically been made against directors from smaller UK-based companies, where the director in question had close knowledge of the illegal conduct and was often an instigator of the anti-competitive behaviour. CDOs have been sought by the CMA in cases involving companies active in the construction, pharmaceuticals, estate agency, online retail, and cleaning chemicals industries.

Since a change in its procedural guidance in 2019, the CMA now usually pursues CDOs in parallel to conducting its main competition investigation, meaning that directors have to fight their disqualification against an uncertain legal background. This is not the case for Cinven: here, according to reports, the CMA has waited for legal certainty on the infringement before considering bringing the director disqualification proceedings.

The new DMCC Act extends the CMA’s power to seek CDOs to breaches of consumer law, with effect from April 2025. The CMA launched its first consumer law investigation under the DMCC Act on 17 November 2025, with eight investigations launched simultaneously (as well as numerous warning letters being issued). This will no doubt give the CMA ample opportunity to flex its new powers.

Permissions to Act

The CMA may also accept Competition Disqualification Undertakings (CDUs), whereby the director voluntarily steps down for an agreed period. Consequently, CDOs are rarely imposed following a contested hearing: to date, CDOs have only been sought in court in nine cases, with a total of 29 individuals disqualified as directors (either under a CDO or CDU). The CMA’s practice is to adopt a plea-bargaining approach, offering a shorter CDU than the duration it would seek by way of CDO if it were required to pursue its case through the courts. It may even seek CDUs during the process of investigation, before the competition law infringement itself has been established.

Under the CDDA 1986, a disqualified director can apply to the court to continue to act for a company—subject to certain conditions and limitations—if their disqualification would cause significant detriment to the company. We discussed the first decision relating to permission to act following a competition law infringement, handed down in December 2019, here.

In Brown v Competition and Markets Authority (Re NRLB Ltd – Brown and Mason Group Ltd – Company Directors Disqualification Act 1986) [2024] EWHC 206 (Ch) (NRLB), the Court granted permission for Mr Brown, a director of BMG, who was subject to a seven-year CDU for price-fixing in the specialist demolition sector, to act as a director for BMG’s holding company, NRLB Ltd. The permission is subject to strict external oversight measures and compliance safeguards, such as Mr Brown having limited financial authority and regular reporting obligations to the Insolvency Service. The Court noted that Mr Brown’s role in the competition law breach was not central, that he had shown remorse, and that he was cooperative with the CMA investigation. The Court also acknowledged the importance of his expertise to NRLB Ltd, given the niche nature of the sector (involving explosives demolition and asbestos removal), and the application being supported by third-party evidence.

The courts have wide discretion and will act in the public interest when considering CDU applications, seeking to balance the needs of the company against the seriousness of the conduct that led to the disqualification.

Implications and considerations for investment funds and PE houses 

Pursuing the Cinven directors would send a strong signal that the CMA intends to proactively investigate whether officers of entities further up an ownership chain have committed an offence and should be held personally responsible for breaches.

Directors involved in any CMA investigation should ensure that their Directors and Officers liability insurance is up to date and seek specialist advice without delay to manage the risks relating to CDOs and other investigations. Early engagement with the CMA has been shown to have a significant positive impact on the final outcome. Directors are likely to require separate legal representation from the company itself.

While directors of smaller companies have been the focus of CDOs to date, the shift towards pursuing directors of parent companies, investors, and funds is another reason for businesses to ensure—and for their owners to demand—strict compliance with competition and consumer laws. Regular compliance training and review of pricing policies (including the new 2025 Price Transparency Guidelines) will also help to minimise the risk of breaches of competition law and consumer law.