Our Curious Amalgam · 2026-06-08 · 38 min
Key moments - from our scoring
Substance score
57 / 100
Five dimensions, 20 points each
The European Commission's April 2026 draft merger guidelines and the UK CMA's evolving approach represent significant shifts in how these jurisdictions assess M&A deals, with Stuart Hudson, partner at Brunswick and former CMA Senior Director of Strategy, providing crucial analysis of what's actually changed and what remains consistent. The EC guidelines replace 2004 and 2008 standards by introducing explicit consideration of non-price competition factors (innovation, quality, privacy, sustainability), dynamic efficiencies that needn't be quantified, and a formal 'theory of benefit' balancing framework - though the core SIEC test remains unchanged. Critically, the guidelines embed eight or nine explicit references to the Commission's margin of discretion, particularly in efficiencies analysis, which could both ease clearance of borderline deals and complicate judicial review. Meanwhile, the CMA has shifted from aggressive enforcement under previous leadership toward a more pragmatic stance aligned with government direction to focus on UK consumer impact and avoid duplicative international enforcement. The convergence between EU and UK approaches - particularly around efficiencies and process - reduces uncertainty for dealmakers, though both jurisdictions retain discretion that may reflect industrial policy considerations, especially when Member States or political leadership deem European competitiveness interests significant.
The EC cited: (1) massive changes in digital markets and novel competition factors like network effects and killer acquisitions since 2004-2008; (2) disconnect between the old guidelines and the Commission's more recent decisional practice; and (3) broader political debate about balancing competition policy with EU industrial policy and the ability of European companies to compete globally.
The theory of benefit is a new concept allowing companies to articulate positive arguments for a transaction by bringing together all efficiency and competitive benefits, which the Commission will then weigh against anti-competitive concerns in an overall assessment, with the Commission having explicit discretion to determine whether benefits counteract or outweigh harms.
The new guidelines are much more open to dynamic efficiencies, do not require efficiencies to be quantified, may recognize out-of-market efficiencies, and can consider benefits to consumers other than those directly harmed, though efficiencies must still be verifiable, merger-specific, and ultimately benefit consumers.
The CMA has shifted from aggressive enforcement toward a more pragmatic approach, prioritizing cases with biggest UK consumer impact, coordinating with other jurisdictions to avoid duplication on international deals, becoming more open to constructive remedies, and making process improvements announced in November 2024 and February 2025, with further guidance on remedies and rivalry-enhancing efficiencies under review.
According to Paul Gajar (EC case team leader) speaking at the ABA Spring meeting, Siemens-Alstrom would not necessarily be a slam dunk clearance under new guidelines; it might be cleared depending on evidence and if parties submitted a different remedies package, but the outcome would not be automatic.
Our reviewer’s read on each dimension, with quotes from the episode.
The episode delivers a coherent, substantive walkthrough of the new EC draft merger guidelines and the CMA's evolution, with genuinely useful practitioner framing (theory of benefit, margin of discretion, politicization spectrum). However, insights are unevenly distributed - heavy on scene-setting and light on truly non-obvious claims - and the final segment dissolves into personal anecdotes with no B2B payoff.
scale is no longer a dirty word. Indeed, to the extent that scale can make European companies more competitive, more resilient, it can be a good thing
you are increasing the number of possible outcomes to the case that the Commission could plausibly defend in court. And what that means is you are giving discretion to the Commission
The politicization taxonomy (prioritisation vs. individual interference) and the observation that the Siemens-Alstom counterfactual is 'not a slam dunk' are genuinely interesting practitioner takes, but most of the episode summarises what's already in the published guidelines or reflects conventional antitrust commentary; no truly contrarian or first-principles arguments emerge.
it's not necessarily a slam dunk that it would have been cleared. There is a chance that it would have got through under the new guidelines. But, you know, that would have been dependent on the evidence in the case
the message must be clear. The world had changed, markets were now global and European businesses needed predictability
Stuart Hudson brings genuine, direct experience - Senior Director of Strategy at the CMA, Special Adviser to a sitting Prime Minister, and currently advising on live cross-border deals at Brunswick - giving him credible insider perspective on both regulatory process and political dynamics; he is not a recycled thought-leader, though he falls short of a sitting agency head or former Commissioner.
when I was at the CMA serving under Andrea Cascelli
my Brunswick colleague Paul Gajar, who was director at DG Comp, who led the case team on the Seamus Arsten merger
The episode is well-stocked with named cases (Siemens-Alstom, CargoTech/Kona Cranes, Microsoft-Activision, Getty-Shutterstock, Booking/eTravelli), specific reports (Draghi September 2024), named officials, and the March 18 College of Commissioners meeting quote; it falls short of exceptional because there are virtually no quantitative metrics, deal values, or enforcement statistics to ground the analysis.
In January 2025, the chairman of the CMA, Marcus Bockerink, was removed
the recent Getty Shutters case is quite significant where even if the CMA like had wanted, I think, as it generally has done, to try and take something of a wait and see, uh, approach to international deals
The hosts demonstrate solid preparation - flagging specific paragraph numbers, referencing prior episodes, and connecting the EU and UK threads - but they rarely push back on the guest, repeatedly validate his framing ('Great analysis,' 'Absolutely'), and dilute the substantive portion with a cooking and wine tasting segment that wastes several minutes of a 38-minute episode.
As you say, Stuart, it's made more difficult in the EU due to this. At least now, currently mixed messaging from DGCOMP itself
And I think it's important to point out, as you say, the theory of benefit is really where the efficiencies Arguments are going to be raised
Computed from the transcript - who did the talking, and the words that came up most.
The analysis of mergers in the EU and UK is adapting to take account of a changed worldwide geo-political and trade context. But what does this mean in practice? Stuart Hudson, co-lead of Brunswick's global regulatory practice, joins Matthew Hall and James Hunsberger to discuss the European Commission's draft new EU Merger Guidelines and changes in the UK. Listen to this episode to learn more about what is in the draft EU guidelines, why the changes have been made, the UK's new approach, a prediction on EU/UK convergence or divergence and the risk of politicisation of merger control. With special guest: Stuart Hudson, co-lead global regulatory practice, Brunswick Group Related Links: Stuart Hudson, "Six types of politicisation", 4 May 2026 European Commission, Draft new EU Merger Guidelines, 30 April 2026 UK Government, Strategic steer to the UK Competition and Markets Authority, 15 May 2025 UK CMA, CMA launches review of its approach to merger efficiencies, 15 January 2026 UK CMA, Merger remedies CMA87, 19 December 2025 Hosted by: Matthew Hall, McGuireWoods and James Hunsberger, Axinn, Veltrop & Harkrider
Transcribed and scored by The B2B Podcast Index.
Narrator: Welcome to our Cureus Amalgam, the weekly podcast brought to you by the Antitrust Law Section of the American Bar Association. Our curious amalgam explores the fascinating and increasingly overlapping world of competition, consumer protection, data protection and privacy law. Each week we bring you leading global experts on the most compelling issues of the day. Enjoy the show.
Matthew Hall: Hello and welcome to our curious Amalgam, the podcast from the Antitrust Law section of the American American Bar Association. My name is Matthew hall and my co host today is James Hunsberger. Hello James.
James Hunsberger: Hello Matthew. Great to see you.
Matthew Hall: Today's episode is a new era for EU and UK deals, EC's draft merger guidelines and the CMA's growth approach. We'll be discussing the long awaited and much discussed guidelines document published by the European Commission for consultation on 30 April 2026. We'll also compare this with the UKCMA's new approach to merger control, a topic we considered in detail in episode 361 from January 2026.
James Hunsberger: And our uh, guest today is Stuart Hudson. Stuart is a partner and co lead of advisory firm Brunswick's global regulatory practice. He previously served at the CMA as uh, Senior Director of. Of Strategy, was a Special advisor to former British Prime Minister Gordon Brown and is a Senior Fellow at the Social Market foundation think tank in the uk. Hello Stuart and welcome to the show.
Stuart Hudson: Thank you James and M. Matthew. I'm a big fan of the podcast. It's great to join you.
Matthew Hall: Well, thank you very much for coming on. As listeners will know, the European Commission reviews large MA deals affecting the EU under the EU merger regulation, the famous EUMR. In 2004 the Commission published guidelines on how it will substantively analyze horizontal or overlap transactions. This was followed by the 2008 guidelines on um, non horizontal deals, I.e. those raising potential vertical and conglomerate issues. The new guidelines we'll be considering today replace both of those or will replace both of those. The consultation is open for comments until 26 June 2026, with the Commission expected to publish the final version in Q4 2026. So Stuart, against that background, could you start us off please with an explanation of why the European Commission decided to revisit those two sets of guidelines and also broadly what the new draft contains.
Stuart Hudson: I think there are three factors at play here. The first is that, well, what has changed in the economy in the period since uh, those two previous sets of guidelines were introduced back in 2004 and 2008? As you said, we've seen at that time the Extraordinary explosion in digital markets operating across borders. And antitrust has had to take uh, account of this, looking at, uh, to a greater extent than previously, at novel price factors in competition, at network effects, at issues like killer acquisitions. And so the economics has really moved on, uh, quite a bit. But the second factor is that the European Commission hasn't stood still in this time. It has been grappling with these issues in its cases in recent years. And so what that means is that the guidelines as they currently stand, don't currently fully reflect the European Commission's decisional practice. So again, you've got good grounds for reviewing the guidelines at this stage. But there's a third element at play here as well, which is the broader political debate in the European Union at the moment on the relationship between competition and industrial policy. Now in some ways this is an age old debate. It pops up every few years, uh, and many listeners to the podcast will remember in 2019 the European Commission's decision to prohibit the Siemens Alstom merger on the grounds, uh, that it would be bad for competition in the markets for railway signalling systems and very high speed trains. And that prompted a really quite strong negative reaction from the French and German governments in particular, who felt that competition policy risked being a barrier to the development of what is occasionally referred to as European champions that could compete effectively in global markets. And we saw over subsequent years this debate really continuing with a lot of focus on the tech sector and some kind of real angst in a way about why was it that so many of the most valuable tech companies globally have grown in the United States but not in Europe. And then in 2024 we saw two very important reports. The first from the former Italian Prime Minister in Vicouletta on the future of a single market, in which he looked, uh, amongst other things, at the relationship between competition and industrial policy. And then most significantly unfold the report in September 2024 from the former President of the European Central Bank, Mario Draghi, on Europe's future competitiveness. Now, competition wasn't, you know, the main subject of the Draghi report. It wasn't even a particularly substantial part of it, but it did call for a reappraisal of it. And it came at a very significant time. You know, there are different views on the extent to which Dragley influenced the thinking of European Commission President Ursula von der Leyen or whether von der Leyen influenced what Draghi said in his report. But either way it had a real impact. And just a matter of weeks after it was published, when Theresa Rivera was appointed as the Commissioner for Competition, uh, amongst doublet some other policy areas. Permission letter from President Font de Lyon called for a reappraisal on competition policy. DG Comp then launched this review of the guidelines in 2025 and after some pushing from the President to speed up, the draft guidelines were published then in April of uh, this year. So in terms of what they contain, it probably makes sense to say first what hasn't changed. So the test that the European Commission needs to look at in merger control is still the test of whether there is a significant impediment to effective competition. That hasn't changed in the guidelines. And indeed it can't change because it's set out in the EU merger regulation. The Commission or certainly DG Corp would still say that the primary objective here is to uh, maintain effective competition and competitive markets. So again that hasn't changed. But what we do see in the new guidelines is greater attention to non price competition issues such as arounds of innovation, quality, privacy, sustainability, resilience. It gives more attention to dynamic competition as well. So for a more forward looking analysis of how markets may develop over time. And that was a particular concern that Draghi emphasized in his report. And third, it looks in more detail and is much more open to efficiencies. Now here the guidelines do still say that efficiencies have to be verifiable, they have to be kind of merger specific and they have to benefit consumers. But the language is much more open to dynamic efficiencies, uh, you know, with a greater ability or incentive to innovate or invest over time. And the efficiencies, um, don't necessarily have to be quantified and in some cases they may be out of market, they may even be benefiting consumers other than those who might directly be harmed by a transaction. So you've got quite a significant change there. I think in terms of what this then kind of means for companies doing deals and how they articulate their arguments. Perhaps the most significant things are probably two. First, scale is no longer a dirty word. Indeed, to the extent that scale can make European companies more competitive, more resilient, it can be a good thing. And companies can articulate the case for why their deal is positive in what the guidelines refer to as a theory of benefit, bringing together kind of all of the positive arguments for a transaction. And those I think are really some of the most significant changes.
Matthew Hall: Absolutely, Stuart. And I think it's important to point out, as you say, the theory of benefit is really where the efficiencies Arguments are going to be raised. It's a new concept from the Commission. And also just to point out for listeners, the draft guidelines make it clear that this is what the Commission refers to as an overall assessment. So in its overall assessment it will consider the potentially anti competitive issues and therefore whether the efficiencies they use the word counteract outweigh in the balancing exercise, the anti competitive factors based on the theory of benefit, as you say.
James Hunsberger: So Stuart, you've touched on this a bit in your answer just now about some of the changes, some of what's new. There's been a lot of discussion in the last few weeks about how significant the draft really is, if it's ultimately adopted in this draft form or something similar to it. Some commentators say it's dramatic change, some say it's largely more of the same. What's your take?
Stuart Hudson: Yes, and it was really quite striking the extent to which there was a difference of emphasis also within the Commission here on this. If you look at the comments from President von der Leyen compared with Executive Vice President Ribeira. Now, when I first saw the press release, I thought, well, perhaps we shouldn't pay too much attention to that. I mean, having been responsible for many government press releases over the years, I'm quite used to the idea that you will have different quotes from different message carriers, each putting forward particular points you want to get across. But the important thing is to look at the message as a whole. But I think what is significant here is that when each of those individuals has been doing their own sort of separate speeches and media briefings, they've actually kept to their own particular emphasis. I mean, all three of us were at the ABA Spring meeting in Washington where Theresa Rivera really kind of emphasized the importance of maintaining DG Kolt's traditional focus on competition, not of being subjects in particular to external and, um, political kind of influences. Whereas when President Fonse Alain has been speaking publicly and in some of the media briefings that have come from her or her Cabinet, the emphasis has been more on how much of a break with the past it is. So this creates, I guess, a challenge for practitioners in trying to work out, well, who should we pay more attention to? And I think there are two ways of looking at this now. One is actually to look back at previous cases and say, well, actually, if we were to apply the new guidelines to these old cases, would there have been a different outcome? And my Brunswick colleague Paul Gajar, who was director at DG Comp, who led the case team on the Seamus Arsten merger, uh, spoke at the ABA Spring meeting on the subject of Siemens Armstrong revisited, uh, and what would have been the outcome of that case under the new guidelines? And I think he concluded that it's not necessarily a slam dunk that it would have been cleared. There is a chance that it would have got through under the new guidelines. But, you know, that would have been dependent on the evidence in the case that the parties put forward to back up their claims about the market, the efficiencies that would result, and probably on putting forward, uh, a remedies package that they had not been prepared to put forward last time round. I think the other way of looking at it is also to look at the point that you referred to, uh, Matthew, which is around the balancing that the Commission is being asked to do here. Because when you ask a, ah, public body to balance a range of different policy objectives and um, when some of those objectives and the benefits associated with them aren't quantifiable and um, when you can't necessarily tell, you know, which groups of people, which consumers the benefits would accrue to, you are increasing the number of possible outcomes to the case that the Commission could plausibly defend in court. And what that means is you are giving discretion to the Commission. And it's interesting that the guidelines don't hide away from this. In fact, there are I think, eight references in the new guidelines to the margin of discretion that the Commission, uh, has here. And so that then sort of creates the question, well, how will the Commission exercise this discretion and will that discretion be exercised primarily within DGCOM or with influence from elsewhere? And I think there are good reasons for thinking that DGCOMP will still remain very powerful here. If you look at the officials in dgcomp, they're experts in competition, they're working on these, this useful time, and they control the process. Whereas if you look at those elsewhere who might be coming either from the Cabinet of Prison Font de Lyon, or from the Member States or from elsewhere, you've got fewer experts in competition. They're distracted by multiple other issues that they have to deal with and they don't control the process directly. Now, in any institution, if you've got experts who control the process, they exercise a good deal of, um, power. And so that I think, you know, should give some, I think, reassurance to DG Corp. But there are also arguments for suggesting that some of this discretion may end up being exercised by people outside DG Comp, and perhaps in particular around President Fonderlyen. And here I think it's quite instructive to look at the minutes of the orientation at the College of Commissioners on the subject of the draft M merger guidelines that took place on the 18th of March, I think. And there it's clear that almost every intervention from Commissioners, including from the President, was really in favour of the kind of the relaxation of the guidelines. And indeed, when President Sir Walter Lyon was summing up the discussion at the end, uh, uh, she said, and I quote, the message must be clear. The world had changed, markets were now global and European businesses needed predictability. Now, that is not a summary of the overall press release that came from the Commission and in which Executive Vice President Rivera's as comments on the mission for, uh, competition featured so strongly. That's quite a steer here. And so I think that what that could suggest is that not routinely, perhaps not even occasionally, but where there are cases where Member States and where the President of the Commission does think that, you know, European coup interests are significantly affected, that they may seek to exercise pressure, uh, and indeed, even when that is not the case, DG Comp is going to have a bit of a balancing exercise itself to work out. Where do I need to take the pragmatic judgments here? Does it make sense for me to take into account these policy interests?
Matthew Hall: Yeah, that's a great analysis, I think. And just a point there, of course, these decisions, point taken on the DG Comp having control of the process and the facts, essentially. But, uh, ultimately these are, of course, European Commission decisions, aren't they, which are taken by the Commission. And I wanted to flag up again the margin of discretion point that you mentioned there, Stuart. I think I counted nine references to discretion, so eight or nine. I'm not sure which it is, but certainly it does appear in the efficiencies, including at paragraph 342, where the Commission states that where there is substantial consumer harm and benefits, careful analysis is required. Commission disposes of a margin of discretion. So also it would seem more difficult potentially to challenge in court when the Commission is relying on efficiencies to clear it and using that margin of discretion. So that may militate in favor of some, you know, clearances of these more, if you like, borderline or tricky deals.
Stuart Hudson: I think that's absolutely correct. And the one point that's probably also worth noting is that the guidelines don't suggest that the discretion will necessarily automatically be exercised in favor of clearing deals, because there are areas where they suggest that the Commission would have the power to take a tougher approach if it thinks necessary. And um, so in particular, where there's a prospect that a merger could entrench a dominant position. And that I think kind of reflects quite closely the Commission's approach in the Booking E Travellee case, which is of course before the General Court and therefore the outcome of that court case will trump whatever is in the final version of the guidelines.
Matthew Hall: Absolutely. As you say, the margin of discretion operates both ways. And indeed the guidelines do point out a number of theories of harm, including a new entrenchment, quite controversial, I think, entrenchment theory of harm subject to the court in that case. Stuart, moving on to, uh, the uk, I mentioned this in the introduction. We looked at this in a previous episode, but as you well know, the UK has been revising its approach to merger control as well. So could you just remind us in outline what's been going on in the UK before we look at the kind of comparison in a bit more detail?
Stuart Hudson: Yes. So the UK has seen sort of a significant period of change in competition policy and you could look at it, I think, in sort of three phases really, since the CMA was created in 2013. So there was a period where it was considered and sometimes accused of taking perhaps a too narrow approach and under enforcing in, in mergers and then subsequently, particularly in the periods in which I was at the CMA serving under Andrea Cascelli, and subsequently since Sarah Cardell appeared, where it did take a much more kind of robust, uh, approach. And this was both in where it was asserting jurisdiction, which mergers it was seeking to, uh, call in, and then its substantive analysis of the mergers it was reviewing and also importantly the process that it tended to follow and, um, how it was treating merging parties during the course of its review. And when the Labour government came in 2024, it found within the first few months that of all the regulators and public bodies for which it was ultimately responsible, the CMA was the one about which ministers were getting the most complaints, and in particular from chief executives of overseas businesses, including, particularly from the United States. And since that period, there's been a period of quite significant change at the CMA. This began really with the November 2024 Chatham House speech from Sarah Cardell setting out a range of process changes at the CMA. In January 2025, the chairman of the CMA, Marcus Bockerink, was removed. In February, a set of some further changes were announced around the processes that the CMA would follow in mergers. And subsequently we have also seen uh proposes to change its remedies guidance and also its approach to rivalry enhancing efficiencies so quite a lot going, going on cma.
James Hunsberger: Thank you very much, Stuart. So a question. From my perspective as a advisor to clients doing global deals, dealmakers are focused on certainty and predictability. One vector that affects certainty and predictability is the margin of discretion we were just talking about on theories of harm, on benefits that are considered. Another vector is potential divergence across jurisdictions. And that's something that's happened obviously in recent times, both within Europe and with other jurisdictions. So could you give us a prediction, uh, on whether you think the EC and UK are likely to converge or diverge when it comes to the merger guidelines?
Stuart Hudson: So the trend has certainly been towards, towards new convergence after two significant deals that the UK CMA prohibited, which had been cleared by the Commission. So that was CargoTech, Kona Cranes and then the first Microsoft Activision transaction. Subsequently we have seen a fair bit of change and that was really encouraged partly by the UK government's strategic steer to CMA in May of last year, which encouraged the CMA really to focus on deals where it could have the biggest impact on UK consumers. That where it was looking at international deals, it should take account of what was being done by other authorities so that it could avoid either duplication or incoherence. And that where it identified competition concerns, it should be open to uh, constructive remedies that could address them. And that has certainly, I think so removed quite a lot of the scope for divergence that there was previously. Importantly though, I don't think it means that business can forget about the CMA or that the CMA itself can actually forget about global deals. And here I think the recent Getty Shutters case is quite significant where even if the CMA like had wanted, I think, as it generally has done, to try and take something of a wait and see, uh, approach to international deals, not to get ahead of other authorities. It found in that case, uh, that there were issues which would require it to, which would have required sort of Getty then to sell the editorial business. And indeed the parties that proposed this as a remedy in Phase one, hoping to avoid a, uh, reference to Phase two, the CMA did refer to Phase two. At that point the parties tried to propose a more limited set of remedies in Phase two. But I think the fact that they had previously proposed that wider remedy did give the CMA some confidence to actually hold its ground quite firmly in Phase two. So I think that tells us a couple of things. First of all that companies can't forget about the cma, but also they're Going to have to think quite carefully about the strategy, both how you're going to deal with the CMA kind of over time, as well as the uh, interaction with other agencies on that.
Matthew Hall: On this issue, Stuart, and bringing it back to efficiencies, what's your view on, if you have any view on how the Commission's, if you like, new analysis of efficiencies and the CMA's view on this kind of overlap or differ, the CMA talks about in its guidance, rivalry, enhancing efficiencies, which can offset an SLC and also customer benefits. The, uh, the rcbs, which can outweigh an slc. It's kind of classic, perhaps overly complex, you know, UK division. But what's your view on how the c, those two issues from the CMA or UK point of view link or overlap with the guidelines, the Commission's guidelines and how they consider efficiencies.
Stuart Hudson: And look, I think the CMA's review is still underway, so we will see how that pans out. I think overall you've got a trend of greater openness to efficiencies that's in both jurisdictions that I think is certainly helpful for dealmakers and indeed, I think for international deals more generally. The positive takeaways that I'd have is that if you compare where we were two to three years ago in both the EU and the UK and the us, where all three of those jurisdictions were looking pretty aggressive in their approach, all three of them have changed, and not all to the same extent, not all in the same way. But the direction of travel, including but not limited to efficiencies, has been pretty
James Hunsberger: clear, good news for our clients. So in light of all these developments, are we seeing a, uh, greater risk of politicization in the EC and the uk?
Stuart Hudson: I think it's really important to distinguish between different kinds of what we might refer to as politicization. And I wrote recently on this and we can perhaps share the link in the show notes, but at uh, one end of the spectrum there is what we might call politicization in terms of prioritisation. What cases do agencies decide to call in? That's including mergers, but also consumer protection cases, cases and market studies and investigations for those agencies that have that power. And we've certainly seen, I think, probably a greater trend for elected governments to have a bit more of a say on which of those cases, which kinds of cases agencies should be looking into now, as long as when they do that, elected governments are then happy to step back and allow the agency to come to its own decision and its own findings without interference. I think that's probably fairly legitimate and indeed in some cases actively quite helpful if it enhances the legitimacy of a competition or authority. I think that's all to the good. We uh, also see areas where politicians are uh, encouraging agencies to pay attention to broader factors, but in a way that is consistent with focus on competition. And I think an example here would be where President Biden in the US started talking about wanting a pro worker antitrust. And at first glance I think that caused a bit of concern because people thought, well, hold on, surely you know, competition should be about protecting consumers. But when you looked at the kind of things that the President Biden was actually proposing, you know, looking at kind of non compete agreements, looking at kind of licensing kind of, you know, agreements that were, that were negative, that sort of thing was actually entirely consistent with pretty standard antitrust analysis. It wasn't trading off competition against, uh, another priority. I think where political involvement becomes more problematic is where you are trading competition off against other objectives, be it in terms of industrial policy, sustainability and so on. And we are seeing this in the guidelines and we are seeing it in the approach of the UK government. And there I think there's a question around, well, okay, fair enough. Governments get elected. Antitrust, um, authorities aren't. There is a case for that. Elected government's a better place to decide between some of these competing policy objectives. How do you go about doing that? Uh, and I think it is preferable for that to be done at the overall policy setting level through a general steer, all through the guidelines. And then you allow your competition authority to take its decisions independently on the individual cases. Now I think if we compare the UK and EU approaches at the moment, there's perhaps more of a chance that despite what we might have thought from media coverage over the past year or so, that the CMA may be able to protect its independence in individual decision making. Slightly better here. And the reason for that is that I think the UK government has given a slightly clearer policy steer to the CMA on what it wants it to do. And that's on the kind of issues that we talked about earlier, focusing on UK consumers, where you find competition problems to be open, the remedies don't diverge too much from international authorities. That allows the CMA to take that steer into account and then to say when it faces the prospect of political interference on individual deals, you know, hold on, no, back off. You've given me this steer I'm taking into account. I now need to take the individual decisions independently. In some ways that's going to be a bit harder for the Commission because the guidelines here, they asked the Commission to take into account quite a wide range of different policy issues and rather than telling the Commission how to rank them, it emphasises the discretion being given to the Commission. So it may be that member state governments and the Presidency of the Commission allow DGCOMP to exercise that discretion, but it may be that they feel they do need to intervene more on individual cases. And I think when that happens, the really important thing is that influence is exercised transparently, uh, rather than behind the scenes. Because I think where political influence is exercised behind the scenes and where it is for, indeed for non policy related factors, for where you see some of the allegations that have been made in the United States, uh, that friends of the President have benefited and had favours done to them, that's really damaging. And I think before finishing on that point, one should say that the leaders of the US agencies have very strongly rejected those allegations and they have said that their decisions continue to be made in independently of any external being.
Matthew Hall: As you say, Stuart, it's made more difficult in the EU due to this. At least now, currently mixed messaging from DGCOMP itself, Robert, and from M, uh, other parts of the Commission, including not least the Commission President. So definite mixed messages there. It's probably relevant here just to ask you briefly as well. Brunswick, of course, a public affairs business. We're talking politics, politicization here, you know. Is your advice to clients, without giving away your secrets, of course. Is your advice to clients on how to navigate the. This environment changing? Does it differ between the UK and eu? Obviously companies and their advisors are going to have to think about efficiencies really early on. Probably do more, even more work. But what else are you telling people?
Stuart Hudson: So I think the starting point still has to be that merger reviews are going to revolve around rigorous economic and legal analysis and putting your case effectively based on evidence to the authorities through the proper channels, there is no substitute for that. And I think any companies that are subject to a merger review will not get their deal cleared by trying to bypass that. So I think it's really important that is the starting point. I think the role of public affairs and political and stakeholder, uh, engagement in transactions, I think that is changing. I think a few years ago we might have thought that, well, most deals aren't going to require any of that. Unless, say, you're looking at F3.2 or it's a big consumer facing company or companies that are reputationally challenged. I think what is changing now is that given that the guidelines do make clear that a wider set of policies can be taken into account, security, resilience, sustainability and so on. What that means is there is a wider range of policymakers and stakeholders who are relevant to that and who may have opinions on the deal, uh, and those opinions may be positive or they may be negative. And what we are increasingly finding is a couple of things. So first of all, uh, companies wanting to do a bit more of what you might call that sort of political due diligence in the kind of early stages of deal planning, working out which issues, which people are going to be relevant in order that management teams and advisors can give boards sort of reassurance that they properly kick the tires on all of this and that there are going to be no surprises after they announce. So that happens more than it did in the past. I think the second thing is then the political and stakeholder engagement that you do during the course of a merger, uh, and ensuring that range of stakeholders who are relevant, who may apply, that you are in touch with, that you're making your case to, and you're providing kind of reassurances to throughout. But the third thing I'd say, and I think this is really important, is that the public affairs advisors and the legal advisors have to work kind of really closely together on this. So, for example, the theory of benefit that sets out that broad range of, uh, benefits of the deal, that will have to be kind of our focus as we're selling the case of the deal. So we have to work really closely together on that. And it's why I think and appreciator would say this, that it's important that, uh, you have. I think there's benefit in having some public affairs advisors who do actually have a proper background in competition, who are sensitive to how DG cop to how the CMA kind of may feel. And certainly, you know, when I'm working with my Brussels colleagues, I find it very valuable to be able to call on people like Johnson for Paul Shashar, who've been inside the Commission, like Mikael Dufaux, because it's really important that the case that we make is to our outside stakeholders is consistent with what you're saying, uh, to the competition authorities. And it's really important that what you're doing externally does not undermine your efforts to get the clearances from the competition authorities. What we can do is, I think, help make that case effectively and appropriately and take into account the broad range of other political and regulatory scrutiny that you might face. So that's not simply a question of other antitrust authorities. It's also what's the impact of what you say on competition in Europe, on the FDI clearances that you might get of elsewhere or the political kind of risk that you might face in other jurisdictions. And I think bringing all that together
Matthew Hall: is really absolutely makes a lot of sense. Stuart. So finally here, what should we look out for next? I mentioned at the beginning the consultation came out 30th April 2026. What are the next steps and what are you looking out for?
Stuart Hudson: Yes, so the consultation closing at the end of June, they're hoping then to publish data guidelines by the end of the year and that then they could be adopted formally by the end of 2027. But significantly, the commissioners indicated that it would seek to take into account the content of the new guidelines in relevant cases before then. And so I think we should be looking at cases in significance and sectors. You know, of course, defence, tech, healthcare. And uh, again it's kind of striking that President von der Leyen, in that meeting at the College of Commissioners, specifically called out telecoms as uh, a sector where she thought a change in approach was necessary and where there may be a case for more consolidation. So again I think that's another sector where we should be paying particular attention to.
Matthew Hall: Draghi also called out telecoms from memory as well. So great discussion, Stuart, thank you very much. As you know, as a regular listener, we like to finish off our episodes with a bit of personal questions. So firstly, could you please tell us something interesting or unusual about yourself that we would not know from just working with you?
Stuart Hudson: I am a teetotal wine enthusiast. I've been interested in wine for decades, well all of my adult life and probably a little bit of my non adult life before then. And I gave up alcohol completely a couple of years ago as part of a health try. But I still very much enjoy organizing tastings for friends. I still get a lot of pleasure out of choosing wine in restaurants and going through the, going through the wine list, but I don't drink any of it myself.
Matthew Hall: So you just taste it and you don't actually, if you like properly enjoy it.
Stuart Hudson: Exactly, exactly. So at taste things you have to use the spittoon and try and avoid getting any red wine over my shirt.
Matthew Hall: All right. You can get a qualification, can't you, in that kind of thing? In wine tasting, do you have any kind of formal think qualifications or if you're an amateur.
Stuart Hudson: Uh, definitely an amateur. Definitely an amateur.
Matthew Hall: Well, that's great. So finally, we're gonna finish off here with our Curious Hat segment.
Narrator: And now it's time for the Curious Hat.
James Hunsberger: So, as a regular listener, you'll be familiar with this segment, and I've picked a question at, uh, random from our virtual hat, and the question is, do you like to cook? And if so, what's your favorite dish or your specialty?
Stuart Hudson: I am hugely embarrassed that, uh, I am an appalling cook. So I don't cook very much at all. And when I do, I have two sons aged 8 and 6, who have very, um. How shall I put it? Their tastes in food are very British and very childlike, so. Which is not conducive to imagination in cooking.
James Hunsberger: Well, I have two sons as well. Three and a half and one and a half. They're not British, but they have childlike appetites, so I can relate.
Matthew Hall: Well, thank you very much, Stuart. That was a great discussion. Thank you for coming on. I think we learned. Thank you to our listeners. Until next time on our Curious.
Narrator: Thank you for listening to this week's episode of our Curious Amalgam, a competition, consumer protection, data protection and privacy law podcast. It is produced and shared around the globe by ABA's antitrust law section. The opinions expressed by the participants in this podcast are their own and do not necessarily represent their employer or other organizations. If you like what you heard or would like to become a member of the American Bar association, please check out what the Antitrust Section has to offer@ambar.org antitrust you can learn more about our podcast at our curious amalgam.com if you have comments, suggestions, or podcast ideas, please reach out to us@podcastourcurious amalgam.com until next time, thank you for listening.