Draft guidance on requests for internal documents in merger investigations

We are consulting on draft guidance in relation to requests for internal documents in UK merger investigations.

In some cases, the CMA will require parties to provide internal documents (for example, documents that parties have generated internally in the ordinary course of business) to inform its investigation. The CMA’s proposed guidance is intended to help parties to provide complete and accurate responses to document requests to enable the CMA to carry out its statutory functions.

The draft guidance is intended to supplement and clarify the guidance in Mergers: Guidance on the CMA’s Jurisdiction and Procedure (CMA2). This guidance is primarily intended for merging parties and legal advisers advising on a transaction that may be subject to merger investigation by the CMA. The draft guidance should also be used by third parties that have been requested to provide information in merger investigations.

The draft guidance is intended to provide further clarification in relation to the circumstances in which the CMA will request the production of internal documents, either through informal requests for information or under the statutory powers provided by section 109 of the Enterprise Act. The draft guidance also explains how CMA case teams may approach such requests and how merging parties are likely to be expected to respond.