Competition – guidance

Mergers exceptions to the duty to refer and undertakings in lieu: OFT1122

How CMA applies exceptions to the duty to refer and undertakings in lieu of reference in operating the merger control regime.



This guidance was originally published by the Office of Fair Trading (OFT) and has been adopted by the CMA Board. The original text has been retained unamended, therefore it does not reflect or take account of developments in case law, legislation or practice since its original publication.

Please also note:

  • all references to issues of jurisdiction or procedure in mergers cases must be read in the light of Mergers: Guidance on the CMA’s jurisdiction and procedure (CMA2); in the case of conflict, CMA2 prevails
  • references to the OFT or CC (except where referring to specific past OFT or CC practice or case law) should be read as referring to the CMA
  • references to ‘referral to the CC’ or ‘a reference to the CC’ should be read as the referral of a case by the CMA (or Secretary of State) for a Phase 2 investigation involving an Inquiry Group of CMA panel members
  • references to articles of the EC Treaty should be read as referring to the equivalent articles of the Treaty on the Functioning of the European Union
  • certain OFT or CC departments, teams or individual roles may not be replicated in the CMA, or may have been renamed; the CMA’s structure is set out in our organisation chart
  • do not use any contact details quoted; please go to the home page for details on how to contact the CMA