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UK CMA Proposes End to Information Exchange Case Against Housebuilders
On 9 July 2025, the UK Competition and Markets Authority (CMA) provisionally accepted commitments to close a UK competition law investigation into seven large UK housing developers.
The investigation concerned possible direct and indirect illegal information exchange among these competing companies. It potentially included a wide range of commercially sensitive information that was “regularly and frequently” exchanged over a two-year period.
Information included agreed sales prices, incentives (such as upgraded kitchens or stamp-duty contributions), status of particular properties, numbers of visitors, types of visits (e.g., first-time or repeat visits), characteristics of the visitors (e.g., first-time buyers), the extent of interest among visitors that they had received at housing developments, and the number of properties that had been reserved, sold, cancelled, exchanged, and/or legally completed at housing developments.
The companies offered commitments under which they will:
- Make a combined £100 million payment towards affordable housing programmes in the UK.
- Work with trade organisations to develop industry-wide guidance on information-sharing.
- Agree not to share certain types of information with other housebuilders, including the prices houses have been sold for, except in limited circumstances.
The guidance is a compliance measure that companies should have in place in any event. The agreement not to share information, which runs for five years, in practice simply requires them to comply with the law.
This is not the first time companies agreed to make a payment as part of a commitments decision, but the affordable housing payment is the largest secured by the CMA through this route. It has nevertheless been criticised as not significant enough (around £14 million on average per company) for an exchange of a type often treated and fined as cartel behaviour.
As a proposed commitments decision, the companies will not be required to admit infringement, and the CMA will not make a finding that they broke competition law. This means that potentially affected buyers will not be able to base a damages claim on the CMA’s decision despite the CMA’s provisional finding that the exchange may have reduced uncertainty as to aspects of their conduct and/or was capable of influencing specific aspects of their conduct.
In a LinkedIn post, a senior CMA official defended the decision. She pointed out that the CMA has a range of options when it investigates a potential breach of competition law and will deploy its “finite resources” so as “to deliver the greatest collective impact that we can as quickly as possible.”
The housebuilders’ case “would deliver a legally binding assurance of competition law compliance … in a critical market … coupled with a weighty and immediate £100 million payment to help those in most need of affordable housing.” She pointed out that the alternative would have been a multi-year investigation which, if an infringement was found, may give rise to a similar level of fine many years later.
The CMA has been under pressure from the UK government to support its (supposed) pro-growth agenda, which may have had some impact in this case, particularly given the government’s target (generally considered unrealistic) of delivering 1.5 million new homes in England by July 2029.
The consultation on the proposed commitments ends 24 July.
EU General Court Kicks Tyres on EC Tactics to Detect Signalling
The European Commission (EC) carried out unannounced dawn raids at several tyre manufacturers in January 2024. The concerns prompting the raids related to possible price coordination in breach of EU competition law on new replacement tyres for passenger cars, vans, trucks and buses sold in the European Economic Area (EEA). In its press release, the EC noted that part of the coordination may have taken place via public communications.
One of the companies, Michelin, appealed the EC’s decision to carry out the raid. On 9 July 2025, the EU General Court (GC) handed down its judgment, which provides unusual insight into the sophistication of the EC’s methods for screening and detecting potential EU competition law infringements. It also confirms that public communications, including earnings calls, can be relied on as evidence for illegal collusion.
In considering whether the evidence available to the EC was sufficiently serious to justify the decision, the GC considered the methodology adopted by the EC. The EC analysed a database of several hundred thousand earnings calls in various sectors and in several geographical areas to look for public statements that could be considered illegal signalling because they amount to an invitation to collude.
The EC quantitatively analysed calls using key search terms to identify the sectors whose entire earnings calls would be examined in more detail as part of a manual qualitative analysis. The EC used two categories of key search terms: words related to relevant strategic business decisions and phrases aimed at identifying statements about how competitors were behaving or would behave in the future.
The tyre sector stood out from other sectors, and the qualitative analysis confirmed potential illegal price signalling. This included statements that commonly appear in compliance training as phrases not to use such as “we want to send a signal,” “we have a plan to” and “the strategy is to focus on.”
The GC rejected an argument that these were usual and regular statements in the tyre and other industrial sectors. And even if it was the case, the EC was entitled to verify the position.
Michelin argued that the statements were not spontaneous, but were in response to requests in the Q&A parts of calls from financial analysts, who represent investment banks and not competitors. A company would be expected to respond to these questions and had a financial transparency obligation, which requires continuous communication to the markets of any information that was not made public and which, if it were, would likely influence the share price of the company.
The GC agreed with the EC on this issue. The EC could reasonably decide to verify the company’s position and, in principle, a requirement to respond to analysts’ questions or an obligation concerning financial transparency does not provide a defence to alleged illegal price signalling in breach of EU competition law.
The judgment and the EC’s approach emphasise the need for companies to train public and investor relations staff (and executives) on the competition law risks of forward-looking public statements. Other industries are likely to see similar screening and enforcement.
EC Investigates Gun-Jumping in Merger Control Proceeding
On 18 July 2025, the EC announced it sent a statement of objections (preliminary statement of case) to Vivendi for various alleged breaches of its obligations under the EU merger control rules. The concerns relate to early implementation of an acquisition or “gun-jumping.” If ultimately proven, the case woud be a remarkable example of alleged illegal micro-level interference in a target at all stages of a deal.
Vivendi filed its proposed acquisition of Lagardère for approval under the EU Merger Regulation (EUMR) on 24 October 2022. The transaction was conditionally approved on 9 June 2023 on the basis of an upfront buyer remedy. The remedy required Vivendi to divest assets to remove substantive concerns and not to close before the EC approved the purchasers of the assets.
If a transaction is required to be filed under the EUMR, the parties are obliged not to implement it until clearance is obtained. They are also required to comply with the conditions of any remedies.
The EC alleged that Vivendi breached its obligations at all stages of the transaction — before notification, between notification and the conditional approval, and between conditional approval and the upfront buyer approval).
The EC alleged that Vivendi closely monitored and regularly intervened in the strategic decisions regarding the editorial line as well as covers and articlesof Lagardère’s magazines and newspapers, Paris Match and Journal du Dimanche. Vivendi also intervened in human resources decisions concerning the dismissals and recruitments of journalists. The EC’s investigation also found that Vivendi intervened in the programme schedule of Lagardère’s radio station Europe 1 as well as decisions concerning recruitment and layoff of staff.
Regardless of how long a merger control investigation runs, acquirers and targets need to maintain strict separation of their business activities and information flow. Guardrails and training should be put in place to ensure compliance.
Further Competitor Challenges Brought Under the UK Subsidy Control Act
The UK Subsidy Control Act, which came into effect on 4 January 2023, established a system of public subsidy oversight and control within the UK to replace the EU state aid regime, which the UK is no longer subject to following its exit from the EU. The system operates alongside the UK’s obligations under its free trade agreements with other countries, notably the provisions of the UK-EU Trade and Cooperation Agreement, the World Trade Organization rules on subsidies and the relevant provisions within the Northern Ireland Protocol, also agreed to with the EU.
Unlike the EU’s state aid regime, enforcement of these rules relies solely on challenges by interested third parties. The CMA is required to provide comments on the compliance with the act of some proposed subsidies, but its view is not binding on the public body that awards the subsidy.
Following unsuccessful challenges to loans granted by the Greater Manchester Combined Authority and the award of waste collection services by Durham County Council, two more parties launched challenges.
On 9 June 2025, The New Lottery Company appealed a decision of the UK Gambling Commission to grant an alleged subsidy to Camelot UK Lotteries, the operator of the UK National Lottery until February 2024. The New Lottery Company was established to compete for the fourth national lottery licence, which was awarded in September 2022 to Allwyn Entertainment (now the owner of Camelot) to replace Camelot. It forms part of a group that runs the Health Lottery, a private lottery operated in the UK.
The challenged subsidy is the grant to Camelot by the Gambling Commission of £70 million from the National Lottery Distribution Fund to contribute to marketing spend promoting the business and the National Lottery. The New Lottery Company argues that this is a grant to Camelot (and thereby Allwyn, as both Camelot’s owner and the subsequent operator of the National Lottery) of financial assistance that conferred an economic advantage and is illegal under the act. In particular, the subsidy provided Camelot with resources to market and promote the National Lottery, thereby improving the National Lottery’s competitive position in the relevant markets to the ultimate benefit of Camelot and Allwyn.
The latest challenge concerns alleged subsidies to Cardiff Airport. In accordance with the act, the Welsh government referred a proposed £206 million 10-year investment package in Cardiff Airport to the CMA for comments. The CMA published its report on the proposed investment on 2 October 2024. Subsequently, the Welsh government engaged with organisations that declared themselves parties interested in the proposed subsidy.
On 4 April 2025, following consideration of the feedback from the CMA and interested parties, the Welsh government uploaded details of a subsidy package approved by Welsh ministers for Cardiff Airport of up to £205.2 million over 10 years to the UK subsidy transparency database. Bristol Airport, a nearby competitor, expressed concerns in an open letter of 29 April 2025. It indicated then that it would be making a separate, formal pre-application request for more detailed information.
Bristol Airport then notified the Welsh government that it would appeal. The appeal referred to the CMA’s report and recommendations that it made to ensure compliance with the act. It alleged that aspects of the final decision to award the subsidy did not comply with the act. This is the first subsidy to be challenged following CMA review of the proposal.
The new cases demonstrate that affected third parties can challenge public subsidies that impact their business and that this is becoming a recognised route for concerned competitors. Although not all proposed subsidies need to be reviewed, a challenge can be made even when the subsidy has been reviewed in advance by the CMA.
