Using Deep Experience and Expertise to Help Advisers, Investors and Companies Better Understand And Navigate UK Merger Control

I have been closely involved in hundreds of UK merger investigations over the past twenty years, both as an independent consultant and as Head of Merger Economics with one of the CMA’s predecessor bodies.

I regularly work alongside other professional advisers, either as part of a core team or  by providing expert input and challenge at key points.

My consulting work mainly falls under six, related headings:

Understanding and Navigating CMA Merger Investigations

I work with investors, investment management firms and with companies to help them understand how the CMA process works and how to interpret what is going on so that they can make better decisions and avoid common misunderstandings.

Some of my key clients under this heading are non-UK organisations who value access to in-depth knowledge of the UK merger control system.

Assessing UK Merger Control Risks and Investigation Prospects

Companies, advisers and investors examine merger control risks (and opportunities) at various stages in the M&A process – from screening potential merger targets, to judging whether to notify their merger to the CMA.

I regularly advise investors and investment managers on the prospects for mergers that are involved in a in-depth Phase 2 investigation. (Further details here)

My detailed database of the 400+ CMA merger investigations enables me to use data analytics to inform the assessments. This provides a wider view than is often achieved, and a valuable cross-check on the analysis typically undertaken.

Providing Constructive Challenge To The Case

Companies and advisers can become very attached to their merger plans and to the case that they wish to advance to the CMA. When this happens it can get in the way of good decision-making and of identifying and developing the best possible case.

Some clients therefore ask me to act as a constructive challenger to the case, variously described as a ‘devil’s advocate’, a ‘second chair’, or a ‘fresh pair of eyes’. This often involves anticipating the points that the CMA may raise in response, drawing on my previous experience in challenging mergers for the UK competition authorities. The role is all about providing ideas and solutions that help strengthen the case being made.

Building And Making The Best Case

There is no such thing as a perfect case to put forward. But there is always scope for making a better case and for presenting it better.

Often working with other leading advisers, I use my knowledge of previous cases to help marshall the best arguments and evidence and to place them in context. A key part of this is how to focus on evidence-gathering and analysis that really matters, using lessons from, and research on, past cases.

For competitors or customers there are additional questions as to whether, when and how to intervene in supporting or opposing a merger. Data from past cases can help to inform the best approach and counter popular misunderstandings

Preparing For Key Hearings

Good preparation for investigation hearings is very important to many merger cases and very easy to get wrong, either by doing too much, too soon – or by doing too little, too late.There is no ‘one size fits all’ approach but many lessons from best practice.

I regularly

• brief companies on the hearing process,
• advise on the best approach to adopt in preparation,
• advise on the questions that the CMA will ask and
• help rehearse executives for the hearing, often as a member of a ‘mock’ CMA panel

Briefing The CMA On Why No Investigation Is Needed

As well as extensive experience in formal investigations I have also regularly assisted companies put together a short briefing paper for the CMA setting out why their merger does not justify investigation, as is provided for under the CMA’s procedures.