TRW & Co · Competition, Regulatory & Investigations
Competition Lawyers in London
Competition lawyers London businesses instruct advise on agreements with competitors and distributors, dominance, merger control and CMA investigations. The DMCC Act has raised merger thresholds, extended the reach of the Chapter I prohibition, sharpened the CMA's powers and created a digital markets regime, so commercial practices that once seemed routine now deserve a fresh review.
Key pointMost competition breaches start with ordinary commercial habits, such as informal price talk with rivals or pressure on resellers, rather than secret cartels. Since the DMCC Act, a duty to preserve documents arises once an investigation is known or suspected, so the first hours after CMA contact matter.
At a glance
Two core prohibitions
The Competition Act 1998 prohibits anti-competitive agreements under Chapter I and abuse of a dominant position under Chapter II, with fines of up to 10% of worldwide turnover.
Higher merger thresholds
Since 1 January 2025 the target turnover test is £100 million, with a new hybrid test and a safe harbour where each party's UK turnover is £10 million or less.
Wider territorial reach
Chapter I now covers agreements implemented outside the UK where they have direct, substantial and foreseeable effects within it.
Leniency rewards speed
The first cartel participant to report to the CMA can obtain immunity from fines, and cooperating individuals can be protected from prosecution.
Private damages claims
Customers can sue for losses in the Competition Appeal Tribunal, including through opt-out collective proceedings on behalf of whole classes.
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What competition law covers in the UK
Competition law controls how businesses deal with competitors, customers and suppliers, how dominant firms behave and which mergers may proceed. Companies instruct competition lawyers London practitioners when they negotiate distribution terms, share information with rivals, plan an acquisition, receive a Competition and Markets Authority (CMA) information request or suspect that a supplier or competitor is harming them unlawfully.
The rules apply to every sector and every size of business. A small trade association meeting, a resale price suggestion to a distributor or a "no-poach" understanding between two employers can each raise the same legal questions as a multinational merger. Most breaches are not deliberate cartels; they are commercial habits that nobody tested against the law.
The stakes are high. The CMA can impose fines, directors can be disqualified, individuals involved in hard-core cartels can be prosecuted, and customers can sue for damages, including through opt-out collective actions. Good competition lawyers London businesses rely on help them build compliance into deal-making and day-to-day commercial practice, not just react when an investigation starts.
The legal and regulatory framework
The core statute is the Competition Act 1998. The Chapter I prohibition in section 2 catches agreements and concerted practices that prevent, restrict or distort competition in the UK; the Chapter II prohibition in section 18 catches abuse of a dominant position. Agreements that meet the conditions in section 9, broadly efficiency benefits shared fairly with consumers, are exempt, and businesses must self-assess whether they qualify.
The Enterprise Act 2002 contains the merger control regime, the markets regime and the criminal cartel offence in section 188. Directors can also be disqualified under the Company Directors Disqualification Act 1986 where their company breaches competition law and their conduct makes them unfit.
The DMCC Act reforms
The Digital Markets, Competition and Consumers Act 2024 brought the largest change in two decades. From 1 January 2025 it revised the merger thresholds, extended Chapter I to agreements implemented outside the UK that have direct, substantial and foreseeable effects within it, strengthened the CMA's investigatory powers and introduced a new regime for firms with strategic market status in digital activities. Direct CMA enforcement of consumer law followed in April 2025.
Regulators and tribunals
The CMA is the lead enforcer, with concurrent powers held by sector regulators such as Ofcom, Ofgem, the FCA and the Payment Systems Regulator. Appeals against CMA decisions and private damages claims go to the Competition Appeal Tribunal, which sits across the UK, and damages claims can also be brought in the High Court. The Act applies throughout the UK, although Scottish and Northern Irish courts hear claims in their own jurisdictions.
Consumer enforcement alongside competition
The same Act gave the CMA power to decide for itself whether businesses have breached consumer protection law and to impose fines of up to 10% of global turnover, without first going to court. Unfair commercial practices, drip pricing, fake reviews and subscription traps now sit alongside competition risks on the CMA's agenda. Competition lawyers London clients use for antitrust work therefore increasingly review pricing presentation and online choice architecture too; our article on DMCC Act consumer enforcement explains the new powers.
| Area | Legal source | Enforcer | Main consequence |
|---|---|---|---|
| Anti-competitive agreements | Competition Act 1998, Chapter I | CMA and sector regulators | Fines of up to 10% of worldwide turnover; void terms; damages |
| Abuse of dominance | Competition Act 1998, Chapter II | CMA and sector regulators | Fines of up to 10% of worldwide turnover; directions; damages |
| Cartel offence | Enterprise Act 2002, section 188 | CMA (criminal prosecution) | Imprisonment and fines for individuals |
| Merger control | Enterprise Act 2002, Part 3 (as amended) | CMA | Remedies, prohibition, unwinding orders |
| Digital markets | DMCC Act 2024, Part 1 | CMA Digital Markets Unit | Conduct requirements and pro-competition interventions |
| Private enforcement | Competition Act 1998, sections 47A and 47B | Competition Appeal Tribunal and courts | Damages, including opt-out collective actions |
Agreements, distribution and dominance
Most compliance questions concern commercial agreements. Price fixing, market sharing, bid rigging and output limitation between competitors are treated as restrictions "by object" and are almost never defensible. Exchanges of competitively sensitive information, such as future prices or capacity plans, can be treated the same way, even if no formal agreement follows.
Vertical agreements
Supply and distribution agreements benefit from the Vertical Agreements Block Exemption Order 2022 if the parties' market shares are within the safe harbour and the agreement contains no hard-core restrictions. Resale price maintenance remains a hard-core restriction and has been a CMA enforcement priority. Online sales restrictions, exclusivity and most-favoured-nation clauses need careful review; our agency or distribution guide explains the commercial context.
Horizontal co-operation
Joint purchasing, joint bidding, research and development collaboration and sustainability initiatives can be lawful, but they need structuring. The UK has its own block exemptions for research and development and specialisation agreements, and the CMA has published guidance on horizontal agreements, including environmental sustainability agreements. The current list of UK block exemptions is maintained on GOV.UK.
Dominance
A dominant company carries a special responsibility. Conduct that is normal for smaller firms, such as exclusive dealing, loyalty rebates, tying or refusing to supply, can be abusive if it forecloses competitors. Excessive and unfair pricing has also featured in CMA cases. Competition lawyers London clients consult will usually start by testing whether the business is dominant on a properly defined market before redesigning any commercial practice.
Merger control and the CMA
UK merger control is voluntary and non-suspensory, but the CMA can call in completed deals, impose interim enforcement orders that halt integration and require divestment.
From 1 January 2025 a merger qualifies for review where the target's UK turnover exceeds £100 million, where the parties together supply at least 25% of particular goods or services in the UK, or under a new hybrid test where one party has a share of supply of at least 33% and UK turnover above £350 million and the other has a UK nexus. A safe harbour removes deals where each party's UK turnover is £10 million or less.
The decision whether to notify, brief the CMA informally or proceed without contact depends on overlaps, customer complaints and the risk of a call-in. Our merger control team handles filings and Phase 2 inquiries, and our article on UK merger control thresholds explains the tests. Deals in sensitive sectors may also need a separate mandatory filing under the National Security and Investment Act 2021, covered by our foreign investment page.
The review process
Formal review begins with pre-notification discussions, in which the CMA tests the draft merger notice for completeness. Once the notice is accepted, Phase 1 runs for a statutory period of 40 working days. If the CMA finds a realistic prospect of a substantial lessening of competition, the parties can offer undertakings in lieu of a reference; otherwise the case goes to an in-depth Phase 2 investigation by an independent inquiry group, which normally runs for 24 weeks and can be extended. The DMCC Act also lets parties request a fast-track reference to Phase 2 without conceding that the test is met.
The process rewards preparation. Internal documents, customer evidence and a clear account of the competitive landscape are what persuade the CMA, and competition lawyers London deal teams bring in early can often narrow the issues before pre-notification starts. Building a realistic timetable into the long-stop date and conditions of the transaction documents avoids pressure later.
How a CMA investigation unfolds
A Competition Act investigation can run for years, and decisions made in the first weeks shape the outcome. Competition lawyers London companies instruct should be involved from the first contact with the regulator.
- Trigger. A complaint, leniency application, market intelligence or a sector review leads the CMA to open a case, sometimes by an unannounced inspection.
- Dawn raid or information request. The CMA may enter premises with or without a warrant, including domestic premises with a warrant, and can issue formal notices requiring documents and information.
- Internal review. The company preserves documents, interviews key people under privilege and assesses exposure, including whether to seek leniency.
- Investigation and engagement. The CMA gathers evidence, interviews witnesses and may offer settlement, which can reduce the penalty in return for admissions.
- Statement of objections. If the CMA provisionally finds an infringement, it issues a statement of objections and gives access to the file.
- Response and hearing. The company responds in writing and at an oral hearing, challenging the evidence, the theory of harm and the penalty calculation.
- Decision and appeal. The CMA issues an infringement or no-grounds decision. Infringement decisions can be appealed to the Competition Appeal Tribunal on the merits.
Prepare a dawn raid protocol before you need one: who greets inspectors, who calls external lawyers, how IT access is handled and how staff are told not to delete anything. Under the DMCC Act reforms, a person who knows or suspects that an investigation is under way must preserve relevant documents, and destroying them can carry serious penalties. Our CMA dawn raid guide sets out the first-hour steps.
Leniency, evidence and compliance documents
The CMA's leniency programme gives the first cartel member to come forward the strongest protection, potentially including immunity from fines and from criminal prosecution for cooperating individuals. Later applicants can obtain reductions. Timing is critical, and a company that delays an internal review may find another participant has already secured the marker. The CMA explains the process on its leniency guidance page.
Whether investigating a concern or defending a case, assemble the relevant agreements and side letters, pricing and rebate policies, trade association papers, sales and marketing presentations, emails and messaging data for key custodians, and board papers on strategy. In merger work, internal documents on rivals and deal rationale are reviewed closely by the CMA, so deal teams should write carefully from the first strategy paper.
A credible compliance programme includes a risk assessment, tailored training, clear rules for contact with competitors and an escalation route. It will not prevent a fine if an infringement occurs, but the CMA can take it into account and it materially reduces the chance of a breach. Our competition law compliance guide sets out a practical framework.
Risks and common mistakes
These are the errors competition lawyers London clients most often need to unwind.
Treating informal contact with competitors as harmless
Most cartel cases do not begin with a signed agreement. They start with conversations at trade events, messages between sales staff or benchmarking exercises that share forward-looking prices. The law can treat a single exchange of competitively sensitive information as an infringement, and attending a meeting where such information is shared without publicly distancing yourself can create liability. Train staff on what may not be discussed, keep agendas and minutes for trade association meetings, and route benchmarking through an independent third party that aggregates historic data.
Controlling distributors' resale prices
Suppliers may recommend resale prices, but they may not fix or impose minimum prices, whether by contract, threats to cut supply, withheld discounts or monitoring that pressures retailers. The CMA has fined suppliers in a range of consumer sectors for resale price maintenance, and the online channel makes price policing easy to detect. Review distribution terms, sales team incentives and any automated price monitoring tools. If staff have been pressing retailers on price, take advice before deciding how to correct course, because how you stop the conduct can affect leniency options.
Gun-jumping and careless deal documents
Even though UK merger control is voluntary, integrating businesses before clearance can breach an interim enforcement order, and sharing sensitive information during due diligence can itself infringe Chapter I where the parties compete. Use clean teams and clean room protocols for competitively sensitive data, and keep integration planning separate from implementation. Deal rationale documents that talk about "eliminating a competitor" or "taking pricing power" are routinely requested by the CMA and can drive a Phase 2 reference on their own.
Ignoring no-poach and wage-fixing risk
Agreements between employers not to hire each other's staff, or to align pay and benefits, are treated as anti-competitive arrangements in the labour market. The CMA has published guidance for employers and has investigated sectors where such practices occurred. HR teams and recruitment agencies often see these arrangements as courtesy rather than competition issues. Review non-solicitation clauses in commercial contracts, outsourcing agreements and joint ventures, and make sure they are ancillary to a legitimate transaction and limited in scope and duration.
Overlooking private damages exposure
A CMA or European Commission infringement decision is often followed by damages claims from customers, either individually or through opt-out collective proceedings in the Competition Appeal Tribunal. Defendants can face years of litigation after the public enforcement ends. Equally, businesses that overpaid because of a cartel can recover losses. Assess both sides early: whether you have a claim against suppliers, and how contribution and indemnity rights work within a cartel. Our competition litigation team handles claimant and defendant work.
Cross-border competition issues
Since Brexit, the UK and EU regimes run in parallel. A cartel or abuse affecting both markets can be investigated by the CMA and the European Commission, and a large merger may need clearance from both, with different timetables and remedies. Global deals often require filings in many countries, so the filing analysis should start at term sheet stage.
Bangladesh has its own Competition Act 2012 and a Competition Commission, while Singapore, China and the Gulf states run their own competition and merger regimes. For UK businesses sourcing from Bangladesh, and Bangladeshi groups expanding into the UK, TRW & Co's Dhaka head office and our Singapore and Dubai offices coordinate local advice, while the London team covers UK exposure and the effects-based reach of the Chapter I prohibition.
Most competition law breaches are not secret cartels; they are commercial habits that nobody tested against the law.
How TRW & Co's competition lawyers London team helps
TRW & Co's London office is authorised and regulated by the Solicitors Regulation Authority. We advise businesses, investors and trade bodies on contentious and non-contentious competition matters, and work alongside our consumer protection and digital regulation teams on the DMCC Act. Where advocacy in the higher courts or the tribunal is required, we instruct specialist counsel.
Commercial agreement reviews
Testing distribution, agency, supply, licensing and collaboration agreements against Chapter I and the block exemptions. We redraft problem clauses so the commercial objective survives.
Merger control
Jurisdictional analysis, briefing papers, merger notices and Phase 2 strategy, coordinated with filings abroad and any National Security and Investment Act notification.
Investigations and dawn raids
On-site support during inspections, responses to information notices, leniency assessments and engagement with the CMA through to decision and appeal.
Compliance programmes
Risk assessments, policies, training and audit for boards, sales teams and HR. We focus on the practical risks your people actually face.
Digital markets advice
Advising businesses that deal with designated firms on conduct requirements, complaints and engagement with the CMA's digital markets regime.
Competition disputes
Damages claims, defences and contract disputes involving competition arguments, including Competition Appeal Tribunal proceedings.
Our article on strategic market status explains the digital markets regime, and you can browse all our practices for related support.
Checklist for decision-makers
Boards and general counsel should be able to answer these questions with confidence:
- Do our staff have contact with competitors, directly or through trade bodies, and do they know the limits?
- Do any distribution or supply terms restrict resale prices, territories, customers or online sales?
- Could we be dominant in any market, and do our rebates, exclusivity or pricing need review?
- Do planned acquisitions meet any UK merger threshold, and what filings are needed abroad?
- Is there a dawn raid protocol, and does reception, IT and the board know what to do?
- Have we preserved documents where we know or suspect an investigation is under way?
- Have we overpaid suppliers because of a cartel, and could we recover damages?
Competition lawyers London businesses trust should help turn this checklist into a short action plan. To discuss a concern, contact our London office or email info@trw.co.
Frequently asked questions
01What fines can the CMA impose for breaching competition law?
For infringements of the Chapter I or Chapter II prohibitions, the CMA can impose a penalty of up to 10% of the undertaking's worldwide turnover. In practice, the fine is calculated from the turnover in the relevant market, adjusted for seriousness, duration, deterrence and aggravating or mitigating factors such as leniency, settlement and compliance efforts. Separate penalties apply for procedural failures, such as not complying with information requirements. Individuals face director disqualification, and those involved in hard-core cartels can be prosecuted under the criminal cartel offence.
02Do we have to notify the CMA before completing a merger?
Generally no. UK merger control is voluntary, so parties can complete without clearance. However, the CMA monitors the market and can open an investigation into a completed deal, impose an interim enforcement order that halts integration and ultimately require the deal to be unwound. Firms designated with strategic market status have mandatory reporting duties for some deals, and the National Security and Investment Act 2021 imposes mandatory notification for certain sensitive sectors. Many parties brief the CMA informally to gauge interest before deciding.
03What should we do if the CMA arrives for a dawn raid?
Stay calm and cooperative. Ask for the inspectors' identification and the warrant or written authorisation, and check its scope. Call your external lawyers immediately; inspectors may wait a short time for them to arrive, but not indefinitely. Instruct staff not to delete, alter or move any documents or messages. Shadow each inspector, keep a copy of everything taken, and identify potentially privileged material. Do not obstruct the inspection or answer questions beyond what is required without legal advice.
04Can a supplier tell retailers what price to charge?
A supplier can recommend a resale price and can set a maximum resale price, provided it does not turn into a fixed or minimum price through pressure or incentives. Imposing a minimum or fixed resale price is resale price maintenance, a hard-core restriction that takes the agreement outside the vertical block exemption. Threatening to cut supply, withholding discounts or monitoring and punishing discounting can all amount to resale price maintenance. Review sales team conduct as well as written terms.
05Can we bring a claim if we overpaid because of a cartel?
Yes. Businesses and consumers that suffered loss because of a competition law breach can claim damages. Where a regulator has already found an infringement, a follow-on claim can rely on that decision on liability, leaving causation and loss to prove. Claims can be brought in the High Court or the Competition Appeal Tribunal, and the tribunal can certify collective proceedings on an opt-in or opt-out basis. Limitation and passing-on of overcharges are often key issues, so take advice early.
06What is strategic market status?
It is a designation under the DMCC Act 2024 for firms with substantial and entrenched market power and a position of strategic significance in a digital activity linked to the UK, subject to turnover thresholds. Once designated, the CMA can impose conduct requirements and make pro-competition interventions, and the firm must report certain acquisitions. Businesses that depend on designated platforms can raise concerns with the CMA and may benefit from the requirements imposed.
07Does competition law apply to small businesses?
Yes. The Chapter I and Chapter II prohibitions apply to all undertakings, regardless of size, although there are limited protections for small agreements and small businesses in relation to penalties. Hard-core restrictions such as price fixing or market sharing are unlawful whatever the size of the parties. Small businesses are also frequently the victims of anti-competitive conduct and can complain to the CMA or bring private claims. Training and simple written policies are proportionate steps for any business.
Sources and official materials
- Competition Act 1998 — Chapter I and Chapter II prohibitions and penalties
- Enterprise Act 2002 — Merger control, markets regime and cartel offence
- Digital Markets, Competition and Consumers Act 2024 — Digital markets regime and competition reforms
- Competition and Markets Authority — CMA guidance, cases and decisions
- Cartels: confess and apply for leniency — CMA leniency process
- Block exemptions — Current UK block exemptions and expiry dates
- Competition Appeal Tribunal — Appeals, damages and collective actions
General information only, current as at 21 October 2026. It is not legal advice and does not create a solicitor–client relationship. It reflects the law of England and Wales unless stated otherwise; Scotland and Northern Ireland have separate legal systems, and the law changes frequently. Check current official sources and take advice on the facts of your matter.