Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Competition law definition

What does Competition law mean? Competition law describes the body of antitrust rules that govern business conduct which restricts competition and the review of mergers and acquisitions. In practice it addresses anti‑competitive agreements (cartels and concerted practices), abuse of dominance, merger control and enforcement. It is a descriptive term rather than a single defined concept, and draws on statute, guidance and case law. United Kingdom (England & Wales, Scotland and Northern Ireland): the principal rules are the chapter i and Chapter II prohibitions in the Competition Act 1998, and the Enterprise Act 2002 regime for merger control and the criminal cartel offence (Part...

UK and EU competition law clauses for sale and purchase agreements: merger control conditions and covenants, FSR/DMCCA reporting, warranties and non-compete restrictions

Published by a LexisNexis Competition expert

Practice notes

When assessing the Competition law implications of a corporate transaction, ensure that these issues are reflected in the sale and purchase Agreement and that responsibilities and risks are clearly allocated between the parties. In particular, where merger control filings are required, their consequences must be properly captured in the conditions precedent and in the covenants (to establish whether any merger control filings are needed, see further, MJ merger grid—jurisdiction). In addition, parties should consider whether the deal triggers any other mandatory pre-completion notification or reporting regimes, including notification under Regulation (EU) 2022/2560 on foreign subsidies distorting the internal market (Foreign Subsidy Regulation—FSR) and mandatory reporting obligations under Part 1 of the Digital Markets, Competition and Consumers Act 2024 (DMCCA 2024). Following due diligence, it will also be necessary to determine what warranties are required to address any competition law concerns (for more detail on competition law due diligence, see further, Competition law due diligence—checklist). Finally, the competition law implications of any proposed non-compete provisions between the parties to the transaction should be assessed. Set out below are example provisions for the sale and purchase agreement dealing with regulatory filings, notifications, warranties and non-compete obligations, as appropriate for the parties concerned...

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Web page updated on 21/05/2026

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