Part 1: Digital Markets Chapter 5: Mergers Section 61: Application of the duty to report etc
This section explains how the duty to report in section 57(1) applies in cases where a designated undertaking is part of a larger corporate group (see section 117). It also sets out circumstances in which this Chapter will not apply or will cease to apply after a report has been made.
	Subsection (2) provides that the members of the group are to be treated as acting, or failing to act, collectively. It also provides that the combined consideration provided by all members of the group is to be treated as provided by each member individually, and that each member is to be treated as holding the combined interests or rights of all members of the group. This means that if a report is provided to the CMA by one member of the group, all members are deemed to have provided the report. Equally, if one of the members of the group fails to provide a report when required to do so, then all members are deemed to have failed to meet this requirement.
Example 2: Application of the Duty to Report
Designated Undertaking X is part of a larger corporate group Group Y. Company 1, a member of Group Y, acquires a 15% shareholding in a body corporate for consideration of £15 million. At the same time, Company 2, another member of Group Y, acquires a 10% shareholding in the same body corporate for consideration of £10 million. Each and every member of Group Y is deemed for the purposes of the duty to report to have acquired a 25% shareholding in the body corporate for consideration of £25 million.
	Subsection (3) refers to Schedule 2, which sets out further cases in which a person (such as an undertaking or group member) should be considered to hold an interest (such as a shareholding) or right (such as voting rights) for the purposes of the duty to report.
	Subsection (4) sets out circumstances where the duty to report to the CMA will not apply:
	Paragraph (a) provides that the duty to report does not apply in relation to an event where a report has already been provided in relation to another event which does not differ from it in a material respect;
	Paragraph (b) provides that the duty to report does not apply in relation to an event where it, or arrangements which do not differ from it in a material respect, have already been notified to the CMA under the merger control regime set out in Part 3 of the Enterprise Act 2002;
	Paragraph (c) provides that the duty to report does not apply in relation to an event where the person that would otherwise be required to report has been informed by the CMA that the event, or one that does not differ from it in a material respect, is already subject to a Phase 1 investigation under the merger control regime (see Section 60, subsection 2);
	Paragraph (d) provides that the duty to report does not apply in relation to an event where it, or a situation that does not differ from it in a material respect, has been the subject of a public interest intervention notice issued by the Secretary of State under the merger control regime;
	Paragraph (e) provides that the duty to report does not apply in relation to an event where it, or a situation that does not differ from it in a material respect, has been the subject of a special public interest intervention notice issued by the Secretary of State under the merger control regime.
	Subsection (5) sets out circumstances where the requirements of this Chapter will cease to apply to an event after it has been reported to the CMA:
	Paragraph (a) provides for the requirements to cease to apply where the Secretary of State issues a public interest intervention notice under the merger control regime in relation to the event or a situation that does not differ from it in a material respect.
	Paragraph (b) provides for the requirements to cease to apply where the Secretary of State issues a special public interest intervention notice under the merger control regime in relation to the event or a situation that does not differ from it in a material respect.
	Paragraph (c) provides for the requirements to cease to apply where the CMA makes an initial enforcement order under the merger control regime imposing obligations, prohibitions or restrictions in relation to the event.
	Paragraph (d) provides for the requirements to cease to apply where the relevant undertaking ceases to be designated.