On 16 October 2025, the CMA launched a public consultation on its draft revised Merger Remedies Guidance (the Draft Guidance).[1] The revision reflects the Government’s call for a more business-friendly, pro-growth approach to merger control.[2]
The Draft Guidance updates the CMA’s approach to merger remedies in Phase 1 and Phase 2 investigations. It aligns the CMA more closely with the European Commission and aims to ensure that only genuinely anticompetitive mergers are blocked.[3] The proposed changes refine the CMA’s approach to proportionality, behavioural remedies, carve-outs, and efficiencies, and encourage earlier engagement on remedies to streamline reviews.
Comments are due by 13 November 2025. The main changes—and their practical implications—are summarised below.
Proportionality and Customer Benefits
Proportionality will play a more important role in certain cases.
The CMA has rejected calls to generally accept remedies that merely mitigate a merger’s anticompetitive effects rather than prevent them altogether. Instead, the CMA will maintain its two-stage framework for assessing remedies—it will first ask whether a remedy would be effective, and it will then consider the proportionality of that remedy, choosing the least costly or intrusive remedy among those that are effective.
Even so, the Draft Guidance introduces a narrow exception. The CMA signals that it may accept mitigating remedies where “there is no effective and proportionate remedy”.[4] This means that, if the available effective remedies would be disproportionate, the CMA may now be prepared to accept one that is only partially effective. Such cases will be “rare”, but the Draft Guidance identifies two examples. First, where the only effective remedies would eliminate the competition concerns but also erase efficiencies or relevant customer benefits that outweigh the harm.[5] Second, where every feasible remedy would be only partially effective.
This represents a significant shift from past practice. The CMA has previously blocked otherwise pro-competitive mergers over relatively minor concerns that no remedy could fully resolve. Now, the CMA invites merger parties to present the broader benefits of their transaction early—ideally during prenotification or Phase 1—to help the authority weigh proportionality more flexibly.
Increased Use of Behavioural Remedies
The CMA intends to retain its broad distinction between structural and behavioural remedies, acknowledging that each raises different considerations. At the same time, it recognises that many remedies combine features of both. This marks a shift toward substance over form—and a recognition that behavioural remedies can, in some cases, be genuinely effective.
The Draft Guidance continues to view structural remedies as generally more effective than behavioural ones, but it abandons the CMA’s former presumption in favour of divestments and its near-blanket scepticism toward behavioural remedies. Instead, the CMA will now assess all remedies—structural or behavioural—on a case-by-case basis.
The Draft Guidance also draws an important distinction between enabling and controlling remedies. Enabling remedies—such as access commitments and IP-licensing arrangements—“work with the grain of competition”. Like structural remedies, they address the source of the competition concerns and can stimulate rivalry in a durable way.[6] Controlling remedies, such as price caps, remain disfavoured and will be appropriate only for time-limited concerns or where no effective or practical alternative exists.
The Draft Guidance lists factors to mitigate the risks associated with behavioural remedies.[7] Some of these are not new, such as the time-limited nature of the competition concerns and oversight by an industry regulator. Others are new and should materially improve the prospects of behavioural remedies in some cases, particularly in non-horizontal mergers.
Specifically, the Draft Guidance acknowledges that:
- a remedy that aligns with established commercial practices and industry norms is easier to specify and monitor. It helps ensure that all stakeholders understand what compliance requires and reduces the risk of distorting the market;
- market transparency enables customers, competitors, or suppliers to report instances of non-compliance to the CMA and reduce monitoring and enforcement risk; and
- the appointment of a monitoring trustee and/or an independent adjudicator helps the design and assessment of behavioural remedies and further mitigates the monitoring risk.
These changes appear to align the CMA more closely with the European Commission’s approach to behavioural remedies, where access remedies have frequently been accepted in non-horizontal mergers, with the frequent and successful use of monitoring trustees and independent experts to aid the design, assessment, and monitoring of such remedies.
Finally, the Draft Guidance introduces a new category of behavioural remedy aimed at securing merger-specific, rivalry-enhancing efficiencies, which change the incentives of the merger parties and induce them to act as stronger competitors, stimulating a response from other parties in the market. This update reflects recent CMA practice, namely the investment commitment in Vodafone/Three,[8] where the parties pledged to invest £11 billion over the next decade to build a new 5G network. Remedies of this type, which seek to secure the merger parties’ efficiency commitments, are likely to become more common.
Less Intrusive Local Divestments
The CMA routinely reviews mergers involving local markets, such as supermarkets (e.g., the failed merger between Sainsbury’s and Asda),[9] petrol stations and convenience stores (e.g., Asda’s acquisition of Arthur Foodstores from Co-op and CD&R’s acquisition of Morrisons),[10] and veterinary practices (e.g., several acquisitions by each of Medivet, Independent Vetcare, CVS Group, and VetPartners).[11] In these cases, the CMA typically relies on filter/decision-rule thresholds—based on, for example, market share or the number of independent competitors in local areas—to identify overlap areas in which competition concerns might arise.
Historically, the CMA has taken a rigid approach to remedies in many local markets cases, requiring merger parties to divest entire overlaps in local areas that fail filter/decision-rule thresholds, rather than accepting partial divestments that bring problematic overlaps below the relevant thresholds. This rigid approach has resulted in inconsistent and unsatisfactory outcomes. For instance, if a buyer acquired only part of a seller’s sites in a local area and stayed below the relevant filer/decision-rule thresholds, the merger could proceed without issue. But if the same buyer acquired all sites and then proposed to divest only enough to fall below the same thresholds, the CMA would likely reject the remedy—even though the competitive outcome would be effectively the same.
Based on the Draft Guidance and consistent with the CMA’s practice in some cases, such as Bellis/Asda,[12] the CMA will now require divestments in local area mergers only to the point that overlaps fall below the relevant filter/decision-rule thresholds. This is a positive development that will allow acquirers to retain a greater share of acquired portfolios, whilst addressing the competition concerns effectively.
Clarity on Carve-Out Remedies
The CMA maintains its preference for the divestment of a standalone business, due to the “considerable” risks associated with carve-outs.[13] Nevertheless, the CMA provides more clarity on its assessment of carve-out remedies, which will assist merger parties to determine whether the risks of such remedies can be effectively addressed.
In particular, the CMA highlights the types of evidence that it requires to assess a carve-out, including analysis of comparable divestitures and the performance of relevant assets, feedback from business people, and evidence from monitoring trustees or independent experts. The CMA also provides guidance on how to mitigate the associated risks, such as:
- early engagement with the CMA;
- inclusion of an upfront buyer for the divested assets;
- use of divestiture and/or monitoring trustees and/or independent experts; and
- a ‘fall-back’ remedy should the initially proposed divestiture not occur within a specified period.
Similar to its changes on behavioural remedies, the Draft Guidance appears to bring the CMA closer into line with the European Commission’s approach to carve-outs, which have been accepted in a number of cases, with monitoring trustees and independent experts used to assist with design, assessment, and monitoring.
More Flexible Approach to Remedies in Phase 1
Although the CMA dismissed calls for relaxation of the “clear-cut” standard for remedies at Phase 1, which the CMA maintains exists for “sound policy reasons”,[14] the Draft Guidance embraces a more flexible approach by: (i) removing the presumption against behavioural remedies at Phase 1; and (ii) clarifying that early engagement with the CMA increase the likelihood that more complex structural remedies (e.g., carve-outs) could meet the clear-cut standard. Again, this aligns the CMA more closely with the approach in Europe and reflects the CMA’s recent practice of cooperating with merger parties and the European Commission to reduce divergence between the UK and the EU on remedies process and substance.
Some ‘Fix-It-First’ Remedies May Not Require a Formal Remedies Process
The CMA has historically taken the view that remedies considered in advance or simultaneously with the main transaction (‘fix-it-first’ remedies) generally call for a formal remedies process (e.g., this was likely the CMA’s approach in National Express’ failed attempt to acquire Stagecoach).[15]
The Draft Guidance indicates that fix-it-first remedies may not require a formal remedies process if the CMA has no “material doubts over its effectiveness and/or the certainty of its implementation.”[16] This might allow parties to avoid the CMA process altogether in cases involving, for example, straightforward divestments or even remedies negotiated and approved by another authority. The change might allow the CMA to adopt a ‘wait and see’ approach to global mergers, without having to open a formal investigation and fast-track to Phase 1 remedies to approve remedies that it considers would be sufficiently effective to address any concerns that might arise in the UK.
Procedural Steps and Reassurances to Facilitate Successful Remedy Outcomes
Alongside the substantive changes to the CMA’s approach to merger remedies, the Draft Guidance includes procedural steps designed to increase the likelihood of successful remedy outcomes.
The CMA acknowledges that the current process often leaves insufficient time to effectively discuss remedies during Phase 1—particularly behavioural and carve-out remedies. To help address this bottleneck, the Draft Guidance creates additional opportunities for parties to engage with the CMA:
- The Draft Guidance confirms that remedy discussions can take place at any point during Phase 1, including in pre-notification. New, informal update calls throughout Phase 1 should give parties insight into the CMA’s emerging thinking and help decide whether, when, and how to engage on remedies. While the impact of this informal and more frequent engagement remains to be seen, and will likely vary between cases, more frequent and frank engagement at an earlier stage would be a positive development.
- The Draft Guidance introduces the possibility of a separate meeting to discuss remedies shortly after the response to the issues letter is submitted, as opposed to holding remedies discussions briefly at the end of an issues meetings. Given the time constraints of the issues meeting process, affording the parties an opportunity to process engagement with the CMA at the issues meeting and have a separate in-person meeting to discuss remedies is a welcome development.
The CMA confirms that early engagement on remedies in pre-notification and Phase 1 will be on a “without prejudice” basis,[17] as it is during Phase 2, to mitigate concerns that merger parties might be unwilling to discuss remedies in case it taints the substantive assessment.
[1] CMA, press release, CMA consults on proposed changes to its merger remedies approach, 16 October 2025. The Draft Guidance follows the CMA’s call for evidence and wider review of its approach to merger remedies launched in March 2025.
[2] Department for Business and Trade, Strategic steer to the Competition and Markets Authority, 15 May 2025.
[3] CMA, press release, CMA ‘is rising to the challenge on growth’ says CEO, 21 November 2024.
[4] See paragraph 3.19 of the Consultation document.
[5] Relevant customer benefits (RCBs) are certain legislatively defined benefits resulting from a merger to direct and indirect customers (including future customers) of the merger parties (inside or outside the market relating to the competition concerns finding). RCBs take the form of lower prices, higher quality, greater choice, or greater innovation in relation to goods or services in the UK.
[6] See paragraph 3.33 of the Consultation document.
[7] See paragraph 3.31 of the Consultation document.
[8] See CMA, Vodafone / CK Hutchison JV merger inquiry case page (available at: https://www.gov.uk/cma-cases/vodafone-slash-ck-hutchison-jv-merger-inquiry).
[9] See CMA, J Sainsbury PLC / Asda Group Ltd merger inquiry case page (available at: https://www.gov.uk/cma-cases/j-sainsbury-plc-asda-group-ltd-merger-inquiry).
[10] See CMA, Asda / Arthur (Co-op) merger inquiry case page (available at: https://www.gov.uk/cma-cases/asda-slash-arthur-co-op-merger-inquiry); see too CMA, CD&R / Morrisons merger inquiry case page (available at: https://www.gov.uk/cma-cases/cd-and-r-slash-morrisons).
[11] See, e.g., CMA, Medivet Group Limited / multiple independent veterinary businesses merger inquiries case page (available at: https://www.gov.uk/cma-cases/medivet-group-limited-slash-multiple-independent-veterinary-businesses-merger-inquiries).
[12] See CMA, Bellis Acquisition Company 3 Limited / Asda Group Limited merger inquiry case page (available at: https://www.gov.uk/cma-cases/bellis-acquisition-company-3-limited-slash-asda-group-limited-merger-inquiry).
[13] See paragraph 3.43 of the Consultation document.
[14] See paragraph 3.56 of the Consultation document.
[15] On 14 December 2021, National Express and Stagecoach announced that they had agreed to combine their businesses. On the same day, Stagecoach announced that it had entered into agreements to sell the marketing, retail and customer service activities of three of its inter-city coach business to ComfortDelGro (the “Remedy”) to “proactively address potential regulatory considerations in respect of the [National Express/Stagecoach transaction]”. Shortly after the announcement of the Remedy, on 26 January 2022, the CMA imposed an Initial Enforcement Order (“IEO”) on Stagecoach and National Express, “preventing Stagecoach from disposing of [the Remedy]”, and preserving the CMA’s ability to assess the Remedy through its standard remedies process. See Stagecoach’s Rule 2.7 Announcement of 9 March 2022, pages 4-5 (see here).
[16] See paragraph 17 of Appendix A of the Draft Guidance.
[17] See paragraph 7 of Appendix A of the Draft Guidance.