Jersey Merger Control Changes – Effective 1 November 2026

What is changing?

From 1 November 2026, Jersey’s merger control regime moved from a market-share based test to a turnover-based notification regime. The changes are intended to simplify the notification process and focus the Jersey Competition Regulation Authority (JCRA)  on transactions that may affect competition in Jersey.

The new regime will apply to merger applications made on or after 1 November 2026. Transitional arrangements apply to applications made under the existing regime that remain ongoing on that date.

What transactions are caught?

The regime applies broadly to:

• acquisitions of control;
• mergers between businesses;
• acquisitions of businesses or business assets; and
• certain joint ventures.

When must the JCRA be notified?

A merger will require prior approval from the JCRA if:

• the parties’ combined Jersey turnover is £5 million or more; and
• at least two parties each have Jersey turnover of £2 million or more,

measured by reference to the most recent completed financial year.

A notifiable merger must not be completed before JCRA approval has been obtained. If a notifiable merger is completed without approval, the parties may be acting unlawfully and transfers of Jersey company shares or Jersey property included in the transaction may have no legal effect in Jersey. Although the amended law allows the JCRA to grant retrospective approval, parties should not rely on this as an alternative to obtaining approval before completion.

How will the JCRA assess the transaction?

The JCRA will consider whether the transaction may substantially lessen competition in Jersey, taking account of matters such as:

• the parties’ activities and market positions;
• any horizontal or vertical overlaps;
• market concentration and barriers to entry; and
• the potential effects on price, quality, choice and innovation.

The JCRA may (i) approve the transaction unconditionally, (ii) approve it subject to conditions, or (iii) refuse approval where competition concerns cannot be adequately addressed.

What if the thresholds are not met?

The JCRA now has a new call-in power.

Even where the turnover thresholds are not met, the JCRA may require a merger to be reviewed where it considers that:

• the transaction has a sufficient connection to Jersey; and
• the transaction may substantially lessen competition in Jersey.

Other factors include market share and concentration, barriers to entry, the importance of the relevant services to Jersey consumers and the extent of the transaction’s connection to Jersey.

Particular attention may be given to transactions affecting local Jersey markets or services used directly by Jersey consumers.

The JCRA has indicated that it expects this power to be used only in limited circumstances.

Early engagement with the JCRA 

The new regime includes an optional briefing note procedure enabling parties to engage informally with the JCRA at an early stage.

For an above-threshold transaction, this may initiate pre-application discussions that will be helpful in identifying the information required and facilitate the subsequent application process.

For a below-threshold transaction, parties may submit a briefing note seeking an informal indication of whether the JCRA is likely to exercise its call-in power. This may be useful where there is uncertainty regarding the transaction’s Jersey connection, its competitive effects or the likelihood of a call-in, and may provide greater certainty before completion.

Financial services transactions

The JCRA has published supplementary guidance on financial services mergers. Particular care may be required when assessing Jersey turnover for:

• trust structures;
• funds;
• Jersey SPVs;
• holding companies; and
• other administered entities.

The JCRA’s focus is on identifying transactions with a genuine economic connection to Jersey rather than solely the presence of Jersey legal vehicles.

If you are considering a transaction with a Jersey connection, or would like some more information on the new merger control regime, including whether a filing, briefing note or competition assessment may be required, please contact James Willmott and Bethany Massey.