Jersey competition law: new merger control regime from 1 November 2026

Jersey's competition law framework will change significantly from 1 November 2026, requiring businesses, investors and transaction partners to assess any transactions with a Jersey connection completing on, or after, that date against the new merger control rules early in the process.

In the framework's most significant reform since the introduction of the Competition (Jersey) Law 2005 (the Competition Law), the new merger control regime means new turnover thresholds will replace the existing share of supply test for determining whether a merger or acquisition requires prior approval.

Key actions

• check the new turnover thresholds to establish if approval is required from the Jersey Competition Regulatory Authority (JCRA)

• assess call-in risk even if the thresholds are not met, particularly for transactions involving concentrated Jersey markets

• build the new regime into transaction planning and documentation

The Competition (Mergers and Acquisitions) (Jersey) Order 2026 (the 2026 Order) will replace the Competition (Mergers and Acquisitions) (Jersey) Order 2010 (the 2010 Order) and fundamentally change the test to be applied when considering whether a "merger" or "acquisition" (as defined in the Competition Law) requires the mandatory prior approval of the JCRA.

This briefing summarises the key changes and what they mean for businesses, investors and transaction parties with a Jersey connection.

Changes already in force: the Competition (Jersey) Amendment Law 2026

The Competition (Jersey) Amendment Law 2026 (the Amendment Law) came into force on 1 May 2026. The Amendment Law aims to give Jersey a modern, balanced competition framework that supports business while protecting consumer interests. It makes the following key changes to the Competition Law:

• making changes to improve the operation of Jersey's merger and acquisitions regime, including by providing the legislative basis for new turnover thresholds and a JCRA power to call in mergers falling below them

• creating powers for the JCRA to accept commitments from businesses to address any competition concerns that have been identified and introducing a formal market studies framework to enable and empower the JCRA to keep local markets under review

• expanding the definition of "mergers" and "acquisitions"

• providing a mechanism for the retrospective approval of a merger or acquisition not previously notified and approved by the JCRA

• granting the Minister for Economic Development (the Minister) the power, after consulting the JCRA, to prescribe by Order classes of transaction that are not to be treated as a merger or acquisition and enabling the Minister to attach conditions when exempting a merger or acquisition on public policy grounds.

The new merger control regime from 1 November 2026

From share of supply to turnover

From 1 November 2026, the current share of supply test will be replaced by an objective turnover test whereby a merger or acquisition will now need JCRA approval where:

• the aggregate turnover of the undertakings concerned is £5 million or more

• the individual turnover of each of two or more of the undertakings concerned is £2 million or more

Calculating turnover

Turnover regarded as that of the preceding financial year from the sale of products and provision of services to customers in Jersey within the undertaking's ordinary activities. Key points to note:

• turnover is aggregated across the whole group, including subsidiaries, parent undertakings and their subsidiaries, with intra-group sales excluded

• two or more transactions between the same undertakings within a two-year period are treated as one transaction executed on the date of the last transaction

• goods and services tax and customs and excise duty are excluded from the calculation

The JCRA's Guideline on Mergers and Acquisitions, published on 1 October 2026 and effective from 1 November 2026 (the Merger Guidelines) provide additional guidance on the financial services sector. While the Merger Guideline does not seek to incorporate the EUMR turnover allocation rules for credit and other financial institutions, it confirms that assets under management, fund value, assets held in trust, client assets and deposits are excluded, and that a look-through approach may be used to identify the ultimate economic customer or beneficiary. This will be particularly relevant to fund, trust and corporate services structures administered in Jersey for non-Jersey investors and beneficial owners.

New call-in power for below-threshold mergers

Under the new regime, the JCRA has a call-in power it may use where a merger falls below the turnover thresholds but the JCRA considers that it may substantially lessen competition in Jersey. This JCRA must notify every undertaking concerned in writing of its call-in decision and of the date by which an application must be submitted (generally 10 working days from the notice). The notification must be given within 30 working days of the earliest of any of the following:

• the date the transaction is first publicly announced;

• the date the JCRA becomes aware of the proposed transaction

• the date six months after the merger or acquisition agreement becomes effective

The Merger Guidelines set out indicators as to when the JCRA may look to exercise its call-in power – these are not “safe harbours” but indicators to be considered in the round. The indicators include that:

• a merger without a connection to Jersey will not be called in

• a merger will not normally be called in where each party's turnover is below £500,000 or their combined share of supply is below 25%

• a merger is unlikely to be called in where the post-merger Herfindahl-Hirschman Index is between 1,000 and 2,000 with an increase below 250, or above 2,000 with an increase below 150. Other factors include whether the merger brings together close competitors with overlapping activities in Jersey, whether a party has a pre-merger market share of 50% or more, and the availability of alternative suppliers

Excluded transactions

Under the 2026 Order, the following are not treated as mergers or acquisitions for the purposes of the Competition Law:

• acquisitions of control by an office-holder in a liquidation, bankruptcy, winding up or analogous proceeding

• acquisitions by financial holdings undertakings that exercise voting rights only to maintain the full value of their investments, and not to determine the competitive conduct of the target

• acquisitions of control under a will, inheritance, succession on intestacy or right of survivorship

• internal reorganisations where all the undertakings concerned were under the same control immediately beforehand

• the temporary holding of securities by dealers, where the dealer did not acquire control solely to sell to a third party bearing the major part of the economic risk and exercises voting rights only to arrange the disposal within one year from the date control is acquired (or such longer period as the JCRA may determine)

Process changes

The merger investigation process will remain broadly the same but the Merger Guidelines introduce the following refinements.

• Briefing notes: parties may submit a short briefing note within five working days of the earliest of (a) the announcement of the merger, or (b) making the JCRA aware of a proposed merger, either to start pre-application discussions for an above-threshold merger or to get an early view on the risk of call-in for a below-threshold merger.

• Extending Phase 1: the 25 working day administrative target for a Phase 1 investigation may be extended by the JCRA, where appropriate by agreement with the parties involved. For example, an extension may allow remedies to be agreed without a Phase 2 investigation

What this means for you

The reforms are a step towards a more objective and predictable regime. However, the call-in power brings a new element of discretion. For transactions completing on or after 1 November 2026, transaction parties should:

• assess filing requirements against the new Jersey turnover thresholds, applying the group aggregation and financial services rules in the Merger Guidelines

• for below-threshold deals with a Jersey connection, particularly in concentrated local markets, consider the call-in risk and whether to submit a briefing note before completion

• review transaction documents, including conditions precedent, and long-stop dates, to make sure they reflect the new regime and allow for a possible call-in window

How Ogier can help

Ogier's Jersey Corporate and competition team regularly advises on Jersey merger control filings and engagement with the JCRA. Contact one of the team if you need guidance on how the new regime may affect your transactions.

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Disclaimer

This client briefing has been prepared for clients and professional associates of Ogier. The information and expressions of opinion which it contains are not intended to be a comprehensive study or to provide legal advice and should not be treated as a substitute for specific advice concerning individual situations.

Regulatory information can be found under Legal Notice