Mergers & Acquisitions in Gibraltar: Navigating Opportunity Under the Competition Act 2025

The landscape for mergers and acquisitions (M&A) in Gibraltar has evolved considerably, particularly with the recent enactment of the Competition Act 2025. Gibraltar’s rapidly developing regulatory framework, paired with its common law heritage and business-friendly environment, presents unique advantages and considerations for corporates, investors and financial services groups considering transactions in this jurisdiction.

The Regulatory Framework: Spotlight on the Competition Act 2025

M&A transactions in Gibraltar are primarily governed by the Companies Act 2014 for corporate procedures with the Competition Act 2025 now taking centre stage for antitrust and merger control regulation. The Act empowers the Gibraltar Competition and Markets Authority (GCMA) to review, approve or condition mergers, acquisitions and similar business combinations that may significantly reduce or distort market competition in Gibraltar. This mirrors modern standards in the UK and EU, ensuring transparent and effective oversight of market dynamics.

Key features include:
• Merger Control Regimes: Transactions that may affect competition are subject to notification and approval, with the GCMA assessing whether a deal results in a substantial lessening of competition.
• Fee Structure: The Competition (Merger Fees) (Amendment) Order 2025 establishes a revised fee scheme for merger notifications, streamlining procedural certainty for business and advisers.
• Remedies and Enforcement: The GCMA is empowered to investigate, impose remedies and where necessary block or unwind deals that pose competitive concerns, with potential penalties for non-compliance reaching up to 10% of global turnover.

Legal and Transactional Nuances

M&A activity in Gibraltar often involves a broad range of deal types, from share and asset purchases, cross-border mergers and group reorganisations, to regulated sector acquisitions in gaming, finance, insurance and fintech. Critical legal issues addressed during M&A include:
• Structuring the transaction (share deal, asset deal, scheme of arrangement)

• Navigating anti-financial assistance rules and whitewashing requirements

• Tax considerations, with Gibraltar offering a territorial tax system, no capital gains or inheritance tax and UK/Spain tax treaties

• Rigorous legal and regulatory due diligence, often requiring coordination with accountants, tax advisers and regulators

Why Choose Gibraltar for M&A?

Gibraltar’s robust commercial framework, pragmatic regulators and its continued market access to the UK create a fertile environment for dynamic, cross-border investment activity. With the protection afforded by the Competition Act 2025, businesses and investors are assured of fair competition and a level playing field, underpinned by clear legal rules and active enforcement.

How Hassans Adds Value

A successful transaction in Gibraltar depends on robust legal guidance across every stage and this is where an experienced law firm is indispensable. Our dedicated M&A team provides:

• Local and Cross-Border Transaction Expertise: We advise on Gibraltar-specific procedures, regulatory approvals (notably from the Gibraltar Financial Services Commission and Gambling Commissioner) and international/cross-jurisdictional deals.

• Competition & Merger Control Guidance: Our lawyers monitor evolving antitrust rules, advise on notification requirements and engage directly with the GCMA to minimise regulatory delays and manage risk under the new Competition Act.

• Full-Service Deal Management: From due diligence and documentation drafting to negotiating warranties and indemnities, structuring and closing, our firm supports clients end-to-end always commercially focused and responsive to deal timelines.

• Sector-Specific Regulatory Advice: We are highly experienced in regulated sectors like financial services, gaming and fintech, ensuring that all licensing, change of control and other sectoral requirements are smoothly navigated.

• Post-Completion Integration Support: Advising on employment, governance, restructuring and ongoing compliance for the merged or acquired entity.

For bespoke guidance or a conversation about a potential transaction, contact me at matthew.torres@hassans.gi. Our team stands ready to help you unlock opportunities, navigate regulatory changes and achieve your strategic aims with confidence.

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