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Sophie Albrighton

Sophie advises clients on all areas of global competition law, including merger control, compliance, investigations, and abuse of dominance.

Sophie’s experience covers industry sectors including technology, media, energy and infrastructure, life sciences, sports and travel.

Sophie regularly guides clients through complex merger control regimes, with particular experience of merger control in the UK, European Union, and jurisdictions in Asia and South America. She also has a broad range of experience in behavioral competition work and strategic compliance issues, and is noted by the Legal 500 for her experience advising clients subject to investigations by various competition regulators, including the Competition and Markets Authority and the European Commission.

Sophie co-authors the UK chapter of the loose-leaf European Cartel Digest.

She is qualified in England & Wales and Ireland.

On 19 September 2024, the European Court of Justice (“ECJ” or the “Court”) issued a preliminary ruling in response to a request from a Dutch court for clarification, inter alia, on whether wide and narrow price parity clauses in agreements between Booking.com and accommodation service providers constitute an ancillary restriction in the context of Article 101(1) (the “parity question”). In this context, a wide price parity clause restricts a hotel from offering better prices and terms on any other sales channels than it offers to Booking.com. A narrow price parity clause only restricts a hotel from offering better prices and terms on its own direct sales channel.

The ECJ held that price parity clauses in this context – both wide and narrow – are not “ancillary restraints” and therefore will not fall outside the scope of the prohibition against anticompetitive agreements set out in Article 101(1) of the Treaty on the Functioning of the European Union (“TFEU”). In particular, the inclusion of a price parity provision in such agreements is not indispensable to the main operation of the agreement – i.e., the operation of Booking.com is not rendered “impossible” without inclusion of the price parity provision. 

Key takeaways

  • Consequently, any price parity provision in a Booking.com agreement must be individually assessed for compliance with Article 101(1). Price parity restrictions may still be compatible with EU competition rules if they either benefit from a safe harbour under the Vertical Agreements Block Exemption Regulation (“VBER”) or qualify for individual exemption under Article 101(3). In practice, wide price parity provisions will not benefit from a safe harbour under the VBER (which treats wide parity restrictions as “excluded”, meaning they require individual assessment), and the bar for demonstrating efficiencies under Article 101(3) is high.    
  • Additionally, in response to a second question from the referring court (the “market definition question”), the ECJ provided guidance on the approach to market definition in assessing the conduct of Booking.com
  • The ruling represents an important development in the context of the assessment of price parity clauses under EU competition rules. The Court’s decision does not mean all price parity provisions will infringe competition law, and any form of price parity could still comply, depending on the facts in each case.  

Continue Reading ECJ’s Preliminary Ruling: Booking.com’s parity clauses are not ancillary restraints

This year, the UK’s Competition and Markets Authority (“CMA”) is set to gain a range of new enforcement powers under the Digital Markets, Competition and Consumers (“DMCC”) Act (the final text is now available here). The DMCC Act received Royal Assent on 24 May 2024. However, with certain exceptions, the Act’s provisions will not come into force until secondary legislation is passed. The CMA initially expected its new responsibilities to become operational in the Autumn, but this timeline may be delayed due to the UK’s election on 4 July. On the same day as the DMCC Act became law, the CMA published for consultation its new Digital Markets Competition Regime Guidance.

An outline of the key provisions of the DMCC Act can be found here. As the CMA sets the groundwork for exercising its powers under this new regime, this blog post considers five practical considerations for firms active in the UK.

Key takeaways:

  1. The CMA will administer the new regime through a specialist Digital Markets Unit, which was established over three years ago.
  2. The DMCC Act may diverge from the EU’s Digital Markets Act, both in the companies being designated, and the obligations imposed on designated companies.
  3. The interplay between the DMCC regime and existing regulatory obligations – particularly the GDPR – is likely to raise practical challenges.
  4. We expect the CMA to exercise its powers under the digital markets regime alongside existing antitrust tools (which the DMCC Act amends).
  5. The CMA’s jurisdictional thresholds to review mergers under the UK’s merger control regime will change as a result of the DMCC Act.

Continue Reading The UK’s New Digital Markets Regime: Some Key Takeaways

The Digital Markets, Competition and Consumers (“DMCC”) Act received Royal Assent on 24 May 2024 (the final text is now available here). The DMCC Act will only enter into force, however, when secondary commencement legislation has been enacted (with some minor exceptions). This is expected to occur in Autumn 2024, but it

Continue Reading Overview of the UK’s New Digital Markets Regime

2023 saw a number of developments concerning the interplay between sustainability considerations and competition policy. This blog post highlights the five key developments that businesses need to know when collaborating to achieve sustainable aims.

Key takeaways

  1. Authorities in the EU and UK resisted calls for introducing a sustainability safe harbour and adopted guidelines based on
Continue Reading Was 2023 a green antitrust year? Five sustainability related competition law developments you need to know

What do you need to know?

Following a call for information earlier this year, the UK’s Competition and Markets Authority (CMA) has now announced the changes it intends to make to its merger review process. The majority of the changes are to the Phase 2 process, which is only encountered in a minority of formal

Continue Reading Towards a More Interactive Merger Review Process: UK CMA Proposes Amendments

On 22 June 2022, the EU’s General Court (“GC”) fully dismissed thyssenkrupp’s appeal against the European Commission’s (“Commission”) decision to block its proposed joint venture (“JV”) with Tata Steel in 2019.

This is the first time that the GC has considered the prohibition of a “gap” case under the EU Merger Regulation (“EUMR”) since it annulled the Commission’s prohibition of CK Hutchison’s proposed acquisition of Telefónica UK (O2) in 2020 (“CK Hutchison”) (see our previous blog post here). A “gap” case is a merger in an oligopolistic market that does not result in the creation or strengthening of an individual or collective dominant position. Rather, it risks causing a “significant impediment to effective competition”.

This result may indicate a return to a more traditional approach by the GC as regards “gap” cases than that demonstrated in the CK Hutchison judgment. The judgment also provides helpful guidance on the interpretation of the EUMR and other legal instruments (such as the Market Definition Notice and the Notice on Remedies). The key findings are:

  • Standard of proof: In order to block a “gap” merger, the Commission must show with a sufficient degree of probability that the transaction significantly impedes effective competition in the internal market or in a substantial part of it.
  • SSNIP test: The Commission is not required to apply the SSNIP (small but significant and non-transitory increase in price) test when assessing substitutability between products — it is only one of the methods available to the Commission when defining the market.
  • Remedies: When assessing remedies, it is not necessary to demonstrate that the remedies remove the entire overlap between the merging parties or re-create fully the pre-merger structure in affected markets.
  • Requests for Information (“RFI”): There is no procedural error where the Commission fails to take additional steps (beyond sending systematic reminders) to ensure that recipients respond to an RFI.

Continue Reading EU General Court Upholds Tata Steel/thyssenkrupp JV Prohibition

When the UK left the EU on 31 December 2020, the Competition and Markets Authority (“CMA”) gained new powers, functions and responsibilities previously exclusively reserved to the European Commission (the “Commission”).

This blog explores how the CMA has tackled its increased workload in the first year post-Brexit, under the shadow of the global pandemic, and the extent to which the CMA’s practice has diverged from EU law.Continue Reading Trends, developments and divergence from EU law? The CMA’s first year as a global competition authority

On 3 November, the UK’s Competition and Markets Authority (“CMA”) issued a recommendation to the Secretary of State for Business, Energy and Industrial Strategy to replace the EU Vertical Agreements Block Exemption Regulation or ” VABER” with a UK Vertical Agreements Block Exemption Order (“UK Order”) when the VABER expires on 31 May 2022.  The VABER (which provides a safe harbour from the prohibition against anti-competitive agreements for vertical agreements that meet the applicable requirements) formed part of retained EU law following Brexit, but its upcoming expiry triggers the need for a UK Order to be issued in its place.
Continue Reading The UK CMA publishes its recommendation for replacing the retained Vertical Agreements Block Exemption Regulation

On 20 July 2021, the UK Government’s Department for Digital, Culture, Media & Sport (“DCMS”) and Department for Business, Energy & Industrial Strategy (“BEIS”) published proposals for a new regulatory regime for digital markets alongside accompanying consultation documents (the “Consultation”).  The Consultation seeks views from interested parties and closes on 1 October 2021.
Continue Reading New UK Digital Competition Regulation Regime Consultation Closes on 1 October 2021

Covington’s four-part video series offers snapshot briefings on key emerging trends in UK Competition Law. In part four, James Marshall and Sophie Albrighton look across the horizon at the CMA’s plans for the future: what are the proposed reforms for competition law in the UK, what is the CMA looking to do post-pandemic, what are
Continue Reading Emerging Trends in UK Competition Law Vlog Series – Part IV: Horizon Scanning