Sassoon Saleh, FCA MIoD About Us

Understanding Market Investigations or Merger Investigations –

These are for people who find the published Guidance difficult to understand. 
   Participants will understand the framework and objectives for these 
    investigations, technical points, and problems to overcome to  
     state your case. More details of the topics can be sent upon inquiry.

Hints and tips on Competition Commission investigations –

This is a specialised presentation on approaches that main parties need  
   to understand so that they are not at a disadvantage during the investigation 
     process. More details can be sent upon inquiry.

Examples of problems that result in mergers being blocked –

This shows the types of problems that need to be overcome to prevent the
   Competition Authorities saying a merger is anti-competitive.

Price fixing and abuse of dominance investigations –

This helps participants know   the framework for these investigations.
    Well known large companies have been substantially fined in the UK
     for breaches discovered by the OFT.

Companies like Argos, Littlewoods, Umbro, and Manchester United have
    found themselves fined £m's for price fixing arrangements. Others with
     high market shares have received large fines for acting in ways that were
      considered to prevent, restrict or distort competition. Participants will see
      the excuses which failed, conduct to avoid, and how to comply with the
       rules.

Emap-ABI merger – blocked
This shows how the Competition Authorities came to block this merger,       and the lessons to learn.

GUS/Littlewoods merger – passed
This shows how the Competition Authorities came to allow this merger,       and some useful lessons to learn.

Knauf/Superglass merger – blocked
This shows how the Competition Authorities came to block this merger,       and the lessons to learn.

Supermarket investigations – this shows examples of
    anti-competitive  practices that the Competition Authorities
    identified. People involved in market investigations will gain
     a better understanding of the problems to overcome.

When assessing your chances of success in a competition investigation, the following questions will give you an idea of what to expect from a process that takes months, and uses a lot of senior management time.

1. Do you know what sort of information makes the greatest impact in competition investigations, and how to present arguments that are powerful?

2. Does your management involved have the right 'attitude'; do they know how to present your evidence in an effective way, and what to say (or to avoid)?

3. Do you know how to present effective objections, or to handle unfavourable lines of investigation?

4. Are you able to interpret any cryptic signals raised in correspondence/ meetings with the competition authorities? Are you able to respond in a way that is not simply ignored?

5. Do you know what to say at hearings/meetings to benefit your cause? Do you know how to deal with situations where competition authorities are sceptical about your submissions/evidence?

6. Are you able to deal with submissions by your competitors or third parties which may make a better case on the competition issues you need to address.

7. Do you know how the investigation process works? – NOTE: this is more than knowing the theory and practice of the investigation, or its timetable, or simply responding to questions.

8. Do your people understand the published guidelines and have you studied recent decisions?

9. Are you doing all that is necessary to help the decision-makers make favourable decisions in your case?

If you believe your team will be successful in influencing the competition decision-makers to your point of view, you may be able to answer 'yes' to most of the above. If however, the answer is negative or don't know, then it should be clear why someone like me would be very useful to talk to as soon as possible.

Sassoon Saleh, FCA MIoD

I send potential clients a special pack, telling them how I assist them in competition cases and investigations.

Please request this from me because the information contains business secrets and is highly valuable.

Many people who have seen this have told me how useful it is in demonstrating the value-added from my involvement on their side, and also the knowledge that I apply to assist the participants. We can then meet to discuss any questions you have.

The clients I worked-for were all over the UK, as location did not matter. The work I do is mostly via email, phone calls and video calls. Written work is reviewed and turned-round quickly by email, so face-to-face visits are minimised. In cases where I am involved, there is good division of responsibility with focus on meeting time deadlines.

Of course, I also get involved in drafting special submissions, and responses to the CMA as the investigation develops. Clients also need to prepare well for formal hearings with CMA decision-makers.

Clients need me at times, to demystify or explain information that the CMA publishes, because it is not always clear to them on how to respond (e.g. because the communications are opaque, very detailed, or takes lots of time to understand).
All this discussion leads to agreed work programmes involving me, my client’s staff or other advisers (focussed on goals that we think are attainable). This approach helps avoid surprises, and is also cost-effective in complex cases, where significant outcomes are at stake.

Examples of merger cases I worked on:-

Macquarie UK Broadcast Ventures/National Grid Wireless – terrestrial broadcast transmission - merger investigated – CC provisionally decided that the merger situation created an SLC. However, because of the significance of customer benefits, the CC concluded uniquely in this case that undertaking remedies and price controls would be preferable to divestment. The CC consulted and agreed on undertakings in order to allow the merger to proceed.

Greif/Blagden – steel drum supplies – CC reversed a provisional finding of an SLC on the grounds of new evidence – merger therefore cleared

Ladbrokes and Corals bookmakers -this involved the bookmaking arm of Ladbrokes acquiring Corals’ chain and the effects on betting in the UK. The merger was blocked.

Express Dairies and Arla –this involved the merger of their milk businesses in the UK. Arla is known in the UK as the manufacturer of Lurpak butter. The merger was allowed.

Virgin Radio and Capital Radio - all aspects of this media merger were investigated.

Vivendi and BSkyB - this included examination of Vivendi’s influence over BSkyB's UK broadcasting activities (as a result of Vivendi making a major shareholding in BskyB). Vivendi is a French multi-national group with large broadcasting interests.
Carlton plc, United News & Media, and Granada mergers - this investigation changed ITV's structure and included all aspects of TV broadcasting and especially advertising.

Cable & Wireless Communications (CWC) with NTL - this involved examination of CWC’s disposal of its cable TV broadcasting business in the UK to NTL. The merger was allowed.

Newspapers – eg Newsquest and Westminster Press, or Southern News and Johnston Press.

I worked on many different cases where parties involved had different objectives - some organisations wanted to preserve the status quo, whilst others wanted to see remedies to change the competitive landscape.

Cases I worked on included banks,
      Payment Protection Insurance - PPI,
      Private motor insurance
      mobile phone charges,
      manufacturing and distribution,
      airports, electricity distribution,
      liquified petroleum gas,
      retailing and many others sectors

- click the separate link above on market investigations to learn about what happened in these types of investigations over recent years. They can go-on for more than 1 year and lead to significant changes in the ways the businesses operate and perform.   The market leaders often find they come under detailed scrutiny, and potential criticism from interested parties. Remedies can be severe and costly.
Appeals to the Competition Appeals Tribunal (CAT) may also arise.

Examples of market investigation cases

I worked on:-

- click the separate link above on merger investigations to learn about what happened in these types of investigations over recent years. They can go-on for up to half a year. Remedies can involve blocking the mergers, or permitting them after agreed undertakings.
Appeals to the Competition Appeals Tribunal (CAT) may also arise.

During 2013/14 for example, I worked with clients involved in the CMA investigation into private motor insurance in the UK.

- My clients were involved in providing claims management credit hire and credit repair to non-fault victims in road accidents. The sectors turnover was some £500m a year and was under attack by the Motor Insurers, whose earnings from premiums were around £10 billion a year. The insurers wanted the CMA to take remedial action in 2015 which would effectively destroy this £500m sector, and allow the insurers to control this service to consumers by their in-house operations or retained contractors.

- My work with the clients resulted in the CMA deciding that although it thought their charges might be excessive on insurers (which we challenged) it would take no action. In other words, the CMA recognised our sector did valuable work and was important to 25m drivers each year, who might be victoms of accidents that were not their fault.

- The Insurers were predictably very unhappy, after spending tens of £m's trying to destroy our sector. The ABI wrote, after the CMA's report was published:

"The Competition & Markets Authority’s (CMA) failure to tackle the excessive charges made by credit hire firms for replacement vehicles is bad news for consumers. Far from driving down excessive costs, this U-turn on their proposed cap on these charges is likely to lead to higher charges for consumers."

Commenting on the CMA’s final report of its investigation into the private motor insurance market, James Dalton, ABI’s Head of Motor Insurance, said:

“Today’s CMA report is the culmination of three years of work and has cost taxpayers millions of pounds. The fact that it fails to do anything to address the excessive costs of replacement vehicles - a problem that the CMA itself identified - will be a bitter pill to swallow for honest motorists.
"Far from reducing the cost of car insurance, the CMA’s inaction simply entrenches the business models of some replacement vehicle providers who profit from inflating car hire charges at the consumer’s expense.
The reality is that the CMA has ducked this challenge and when regulators fail, politicians need to step in to act.”

Lloyds Market Insurers also grumbled with the following:

"It was remarkable that the CMA did nothing when they say the alleged harm was £178m a year."

I can say this was the result of very skilled and valuable work which I did, with colleagues to challenge all the above. We worked with the managements of the effected businesses, and convinced the CMA decision-makers that the sort of intervention and remedies that were proposed would be a disaster. They agreed after doing lots of work to confirm our evidence. It was a massive turn-around given that the insurers were sure their views would be accepted.

This result shows what experience, expertise, and skill can do for the client's concerned. Their customers now continue to enjoy their services, and their thousands of employees have a secure future. If this sector was destroyed, as the insurers wanted, the effected companies which were worth a small fortune would have become valueless, and faced administration, take-over or liquidation; with forced sale of their fixed asset base, and destruction of their goodwill.
If you want to know more, please don't hesitate to talk to me, or send a message.

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Businesses need an effective strategy and operational competence in dealing with complex competition investigations.

I often got involved in cases (already started) because parties found they (and their team) did not have the skill to present information in a compelling and credible way. Also they could not come-up with relevant timely ideas/arguments to put into submissions.
They also did not focus effort in the right areas, or failed to appreciate opposing views and evidence (as a problem to overcome). My involvement plugged these operational gaps.

Some businesses mistakenly think that answering queries and invitations to respond is enough. But I ensure they assess the benefits/results to come from their responses, and what to think about to avoid pitfalls that can lead to a negative outcome.

You need to know that lots of brainpower and skill is needed to convince competition authorities to listen to your views, or to take account of your proposals (rather than opponents and special interest groups). I try to ensure my clients appreciate the CC/CMA methodologies, so that they can pre-empt problems, and overcome any opposition or scepticism.

The involvement of large and expensive law firms, economists or consultants may not be enough in helping businesses (ie management) effected by complex competition investigations. I can say more if you contact me on what is needed to achieve your goals, based on my experience at the CC/CMA over some 8 years.

When I get involved, my objective is to ensure my client's management are in control of the project, and the work I do. I also pro-actively provide guidance so that their team's interaction with the competition authorities is done in a way to be respected, and taken seriously. If there is need to examine the CMA's documents in a confidentiality ring process, I am happy to do this, and provide private reports, as needed to the CMA decision-makers.