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Trends and climate
How would you describe the current merger control climate, including any trends in particular industry sectors?
The new UK competition authority, the Competition and Markets Authority (CMA), assumed its powers in 2014 with a significantly increased budget and staff. One of the CMA’s key roles is to enforce the UK merger control regime. The CMA regards its mergers function as:
“a different kind of enforcement, one which seeks to ensure that the harmful effects of some mergers, which can include higher prices, lower quality or reduced innovation, are mitigated, prevented or remedied.”
Although some important changes to the UK merger regime have been introduced, several of the main features remain unchanged – in particular, the voluntary nature of the notification system, the jurisdictional thresholds, the substantive test and the two-phase review process. Nevertheless, material changes were made to the way in which the UK merger control regime is enforced, which mean that merging parties must give more careful consideration to the risks of not notifying mergers that are likely to meet the jurisdictional thresholds and may give rise to potential competition concerns. Other changes to the review process also mean that it has become more intensive, formal and costly than before.
Are there are any proposals to reform or amend the existing merger control regime?
The UK merger regime has recently been the subject of a substantive review and reform by the government, which resulted in the entry into force of the Enterprise and Regulatory Reform Act 2013. No further substantive reform of the UK merger rules is expected for some time. However, the Competition and Markets Authority has indicated that it will keep under ongoing review various aspects of how the UK merger procedures operate with a view to changing or updating them if appropriate (eg, the use of merger notices and interim enforcement orders).
Legislation, triggers and thresholds
Legislation and authority
What legislation applies to the control of mergers?
The legislation governing the UK merger control regime is the Enterprise Act 2002 and the Enterprise and Regulatory Reform Act 2013, which came into force on June 20 2003 and April 1 2014, respectively.
What is the relevant authority?
The Competition and Markets Authority (CMA) is responsible for enforcing the UK merger rules. The CMA began operating on April 1 2015, replacing the Office of Fair Trading and the Competition Commission. There are sector-specific regulators (eg, in the water, gas and electricity sectors) which have concurrent powers to enforce UK (and EU) competition law, but the CMA has exclusive jurisdiction to enforce the UK merger control rules. In practice, the CMA will also consult the relevant regulator on any reference decision in its sector. The government (via the secretary of state) cannot intervene in CMA merger decisions, except in a limited number of exceptional public interest situations, including those involving issues of national security, media plurality, quality or press freedom, and where the stability of the UK financial system is at stake.
Transactions caught and thresholds
Under what circumstances is a transaction caught by the legislation?
The UK merger regime applies only if the European Commission does not already have exclusive jurisdiction to investigate the merger under the EU Merger Regulation. The Competition and Markets Authority (CMA) has jurisdiction to investigate a transaction where a “relevant merger situation” arises in the United Kingdom. This requires that two or more enterprises cease to be distinct and that the jurisdictional thresholds are met. An ‘enterprise’ is defined as the activities or part of the activities of a business, which can sometimes include asset transfers. Enterprises cease to be distinct when they are brought under common ownership or control. Under the UK merger control rules, ‘control’ arises when an enterprise can at least exercise material influence over the policy of another enterprise. ‘Material influence’ is an easier test to satisfy than the EU Merger Regulation’s test of ‘decisive influence’ and the acquisition of minority shareholdings can sometimes be caught.
The CMA may only refer a merger for Phase II investigation by the later of four months after completion of the merger or four months after the date on which material facts about the merger entered the public domain (eg, a press release on the company’s website). This means that if the merging parties have not voluntarily notified the merger to the CMA and the four-month period ends without the CMA having initiated its own investigation, the CMA has no power to refer the merger.
Do thresholds apply to determine when a transaction is caught by the legislation?
The Competition and Markets Authority (CMA) has the jurisdiction to investigate a merger if either of the following tests is met:
- Turnover test –the target business has turnover in the United Kingdom of £70 million or more.
- Share of supply test – as a result of the merger, the combined enterprise will supply or acquire 25% or more of any goods or services in the United Kingdom or a substantial part of the United Kingdom.
The share of supply test is not a market share test based on an economic definition of a relevant product or geographic market. The test can be applied to any reasonable description of goods or services and in very narrow geographical areas. Therefore, the test is easily met and the CMA has a wide margin of appreciation in relation thereto. However, it is necessary to show some overlap between the activities of the purchaser in the United Kingdom and the target which results in some increment in the combined share of supply as a result of the merger. As a result, many – even small – mergers in the United Kingdom are caught by this test, although there is a carve-out for de minimis mergers where the aggregate annual value of the market in the United Kingdom is less than £10 million.
Is it possible to seek informal guidance from the authority on a possible merger from either a jurisdictional or a substantive perspective?
It is possible to apply to the Competition and Markets Authority (CMA) for informal advice in relation to proposed mergers that are still confidential. The CMA is prepared to advise on both whether the jurisdictional tests are met and the likelihood of the merger being referred to a Phase II investigation. For the CMA to agree to give informal advice, it is necessary first to apply to the CMA to persuade it that it is a suitable case for informal advice – that is, the transaction raises a genuine issue and is a credible candidate for reference to Phase II. This includes describing the theory of harm and the key substantive issues. In providing its advice, the CMA does not consult third parties and, without that evidence, it may conclude that it is unable to provide useful advice. Any advice given by the CMA is not binding and must be kept confidential by the parties (including the fact that informal advice was sought). Pre-notification discussions are also strongly encouraged by the CMA.
Are foreign-to-foreign mergers caught by the regime? Is a ‘local impact’ test applicable under the legislation?
Foreign-to-foreign mergers are caught by the UK merger regime only if the UK thresholds are met. Therefore, it is necessary to show a local impact. For example, the turnover test will be met if the target’s UK turnover exceeds £70 million, even if the buyer has no turnover in the United Kingdom. However, in the absence of such UK turnover, no substantive competition issues will arise and therefore the parties will likely choose not to notify. The share of supply test will be met only if both parties have activities in the United Kingdom and the combined share of supply of the merged enterprise in the United Kingdom that is created or enhanced by the merger is 25% or more.
What types of joint venture are caught by the legislation?
There are no special provisions in the UK merger rules relating to joint ventures. A joint venture will be caught by the UK merger rules if two enterprises cease to be distinct and the jurisdictional tests are met. For example, a 50/50 joint venture will be caught where the parent companies are contributing existing businesses to the joint venture and at least one of those businesses has a UK turnover of £70 million or more, or where both of the contributed businesses have activities in the United Kingdom and their combined UK share of supply post-merger exceeds 25%. Start-up joint ventures (where no existing businesses are being transferred into the joint venture) will not be caught by the UK merger rules, as there are no enterprises that are ceasing to be distinct. Careful consideration should be given to identifying precisely which enterprises are ceasing to be distinct depending on the control rights agreed between the joint venture partners and having regard to the UK test for control, including the concept of material influence.
Process and timing
Is the notification process voluntary or mandatory?
Even if the jurisdictional thresholds have been met, notification of a merger to the Competition and Markets Authority (CMA) is voluntary. The merging parties can therefore complete and implement the transaction without notifying and obtaining prior clearance from the CMA. This enables parties to self-assess and decide, even if the UK thresholds are met, not to notify a transaction for prior clearance to the CMA in advance of completion. This provides merging parties with greater flexibility when it comes to negotiating the terms of a deal and the allocation of antitrust risk. For that reason, a seller in a strong bargaining position will often require a deal to be completed without it being conditional on prior UK merger clearance and for the buyer to assume the risk of a subsequent investigation and any remedies. In practice, however, a stricter approach has been taken by the CMA to non-notified mergers for some time. Moreover, changes to UK merger control procedures as a result of the reform of the competition law regime mean that the risk of not notifying mergers that meet the UK jurisdictional thresholds and may give rise to substantive competition issues has increased.
What timing requirements apply when filing a notification?
As the United Kingdom has a voluntary notification regime, there are no time limits as to when a merger filing must be made. The only time limit that applies is that the CMA must make a decision on referral for a Phase II investigation within four months of completion of a deal or material facts about the merger entering the public domain. Therefore, the CMA encourages parties to notify anticipated or completed mergers as early as possible. The earliest that an anticipated merger can be notified is when the share purchase agreement (or equivalent) has been signed or there is a good-faith intention by the parties to proceed with the transaction (eg, once heads of terms have been signed, board approval has been obtained or adequate financing has been put in place). The merger notice can be formally submitted only once the merger has been announced and is in the public domain, although it can be submitted in draft for the purposes of commencing the pre-notification discussions while the deal is still confidential. Once the Phase I merger investigation period has commenced, there is a statutory timetable that must be followed.
What form should the notification take? What content is required?
The Competition and Markets Authority (CMA) requires that the merger be notified using a prescribed format known as a merger notice, a template of which is provided on the CMA’s website. All notifications must contain the information set out in the merger notice, although the CMA may be willing to agree derogations during the pre-notification discussions. The parties may also use an alternative format, provided that all necessary information required by the merger notice is provided (an annotated version of the merger notice template which indicates where the information can be found in the parties’ notification should also be provided). In summary, the merger notice requires the following information:
- information about the parties and contact details;
- a description of the merger arrangements and the parties’ businesses;
- why a relevant merger situation has been created, why the EU Merger Regulation does not apply and notifications in other jurisdictions;
- supporting documents about the merger, including company accounts and internal documents;
- contact details for competitors and customers;
- relevant product and geographic markets;
- alternative counterfactual;
- horizontal effects;
- vertical effects;
- conglomerate effects;
- increase in buyer power;
- loss of competition;
- coordinated effects;
- market entry or expansion;
- countervailing buyer power; and
- efficiencies and customer benefits arising from the merger.
Is there a pre-notification process before formal notification, and if so, what does this involve?
In advance of notifying a merger, a case team allocation form (available on the Competition and Markets Authority (CMA) website) must be submitted to the CMA and an estimated date provided for submission of a draft merger notice that will enable the pre-notification discussions to commence. The purpose of pre-notification discussions is to ensure that the merger notice is satisfactory (ie, the CMA has obtained all of the information that it requires), so that the formal Phase I review period can commence. The CMA strongly encourages parties to contact it not less than two weeks before the intended date for notification. In practice, pre-notification discussions tend to take significantly longer and a period of at least four weeks is advised, given that the CMA’s aim is to start the statutory clock for a Phase I merger review within 20 working days of receiving a substantially complete draft merger notice. The pre-notification discussions themselves can be quite intensive, with detailed requests for information, the involvement of CMA economists from the outset and an early analysis of the theories of harm even before the statutory clock starts to run.
Can a merger be implemented before clearance is obtained?
As notification in the United Kingdom is voluntary, there is nothing to prevent the parties from completing and implementing the transaction before clearance is obtained. However, the Competition and Markets Authority (CMA) has strong powers to investigate and intervene in mergers to prevent harm to competition pre and post-completion.
Within four months of completion of a transaction or material facts about the transaction entering the public domain, the CMA can decide to investigate the transaction and refer it for a more detailed Phase II investigation. The CMA will often do so when it has received complaints about the transaction from customers or competitors, but it also actively monitors the national, local and trade press and other sources for information about new transactions. Where it considers that a transaction might give rise to substantive competition concerns, the CMA will send an inquiry letter to the buyer asking for information about the deal in order to assess whether the jurisdictional tests are met. If that is the case, the CMA will require the parties to submit information of the same type that would be required for a formal notification.
The CMA also has the power to impose interim orders that will prevent the parties to an anticipated merger from completing the transaction, but it expects to use those powers rarely. The CMA’s objective is to ensure that the integration of the merging businesses progresses in such a way that would not prejudice the CMA’s ability to implement remedies (eg, the divestment of a business).
Thus, in completed mergers it is standard for the CMA to impose immediately an interim enforcement order suspending or preventing further integration at the same time as sending an inquiry letter. The terms of the interim order are onerous and include a requirement to submit regular compliance reports. Although derogations can be negotiated and agreed, this is a time-consuming exercise and it is common to make additional derogation requests throughout the merger review process. If the buyer breaches the terms of the order, the CMA can require the appointment of an independent monitoring trustee. Where a merger is referred to Phase II, it is usual for a monitoring trustee to be put in place in any event. However, the CMA is also prepared to lift interim orders (either wholly or partially) as soon as it becomes clear that the merger (or parts of it) raises no substantive competition concerns.
The CMA has powers not only to suspend integration, but also to reverse steps already taken in completed mergers at the start of Phase I or even before. A failure to comply with any such requirement could result in significant fines of up to 5% of turnover.
In theory, it is possible to avoid an interim order by providing the CMA with clear evidence that there is no risk of ‘pre-emptive action’ (ie, any action that might prejudice the reference and/or impede the taking of any remedial action).
As a result of this stricter approach to investigating non-notified mergers and the CMA’s stronger interim enforcement powers, there is increased risk in the United Kingdom for buyers that decide to complete and implement mergers without notifying and seeking prior clearance for the transaction. In the year ending April 2015, 22 of the CMA’s 84 merger decisions (more than 26%) were picked up by the CMA’s mergers intelligence function; of these, two were ultimately referred for full Phase II investigations. As a result, there is a trend towards more deals being made conditional on prior CMA clearance. In the alternative, buyers which choose not to notify are considering more carefully the need to hold separate, as far as possible, the acquired business from the buyer’s business and avoid any unnecessary integration steps until the expiry of the CMA’s four-month review period.
Guidance from authorities
What guidance is available from the authorities?
Detailed guidance on the procedural and substantive aspects of the UK merger control rules has been published by the Competition and Markets Authority (CMA) on its website (www.gov.uk/government/organisations/competition-and-markets-authority), including:
- the CMA’s jurisdiction and procedure in mergers;
- how to notify the CMA of a merger;
- assessment guidelines;
- a quick guide to merger assessment;
- remedies; and
- exceptions to the duty to refer and undertakings in lieu.
The CMA’s website also provides standard-form documents and templates, including a merger notice, initial enforcement order and undertakings in lieu.
What fees are payable to the authority for filing a notification?
The merger fees payable to the Competition and Markets Authority (CMA) are based on the ‘user pays’ principle. The fees are calculated by reference to the turnover of the target and are on a sliding scale. The current fee bands are:
- £40,000 where the UK turnover of the target is £20 million or less;
- £80,000 where the UK turnover of the target is between £20 million and £70 million;
- £120,000 where the UK turnover of the target is between £70 million and £120 million ; and
- £160,000 where the turnover of the target exceeds £120 million.
The CMA will usually send a demand for payment after it has published its decision. The level of the fees may be updated from time to time by the CMA and are published on the CMA’s website. The same fees are charged regardless of whether the parties choose to notify the merger voluntarily or whether the CMA commences its own-initiative investigation. Also, the same fees are charged regardless of whether the merger is investigated at Phase I or Phase II.
Publicity and confidentiality
What provisions apply regarding publicity and confidentiality?
A key part of the merger review process is that the Competition and Markets Authority (CMA) will seek views on the merger from third parties. For that purpose, once the CMA has commenced the statutory 40-day Phase I review period, it will publish on its website a notice summarising the merger and inviting comments from interested parties. The CMA also announces and publishes its Phase I decisions, although the parties’ confidential information is redacted. The merger notice and related materials from Phase I are never published, although the terms of any interim enforcement orders and derogations, as well as undertakings in lieu of a reference, are published (and are also subject to public consultation in draft). The CMA will also issue a press release announcing a decision to make (or not to make) a Phase II reference (and also make a brief announcement on the Stock Exchange Regulatory News Service). The CMA will also publish its reference decision and the terms of reference. There is a much greater level of transparency in the Phase II process. Reports from the key stages of the investigation are published on the CMA’s website (issues statements, provisional findings, remedies statements, parties’ submissions, summaries of hearings and comments from third parties), in each case with confidential information redacted.
Are there any penalties for failing to notify a merger?
Given the voluntary nature of the UK merger regime, there are no penalties for failure to notify a merger, even if the jurisdictional tests are met. However, careful consideration should be given to the risks of not notifying a merger that meets the jurisdictional tests and that could raise substantive competition concerns – this could have costly consequences if the Competition and Markets Authority decides to investigate the merger on its own initiative post-completion.
Procedure and test
Procedure and timetable
What procedures are followed by the authority? What is the timetable for the merger investigation?
The UK merger control regime involves a two-phase approach with both phases being undertaken within the Competition and Markets Authority (CMA). At Phase I, the CMA carries out an initial assessment to determine whether it believes that the merger results in a realistic prospect of a substantial lessening of competition. If so, the CMA has a duty to launch an in-depth Phase II assessment.
The CMA has a statutory deadline of 40 working days within which to complete its Phase I review of both anticipated and completed mergers. At the end of this period, it must decide whether to clear the deal unconditionally, clear it subject to agreeing undertakings in lieu with the buyer or refer it for a Phase II investigation for a more detailed investigation. The statutory period starts to run on the first working day after the CMA confirms that:
- that it has received a satisfactory merger notice containing the information it requires for its review; or
- in the case of an investigation started by the CMA it has received sufficient information to enable it to begin its investigation.
Once the statutory period commences, the CMA is reluctant to stop the clock, although it may do so where a relevant person (not just the merging parties) has failed to comply with a statutory information request from the CMA and such information is necessary for the CMA to undertake its analysis.
During the 40-day statutory period, if the CMA has material competition concerns about the merger, it will hold an internal case review meeting. Before doing so, it will have a ‘state of play’ conference call with the parties to inform them of the decision to hold such meeting and invite them to an issues meeting to discuss its concerns. The parties will be provided in advance with an issues letter and offered the opportunity to make written and oral representations about the CMA’s reasons why a Phase II reference should be made and the CMA’s theories of harm. If the CMA still concludes that a Phase II reference should be made, the parties will then have the opportunity, after receipt of the reasoned Phase I decision, to offer undertakings in lieu (ie, remedies to avoid a reference, which could include the divestment of one or more of the merging parties’ businesses). It is also possible for the parties to apply for a fast-track process for an accelerated referral to a Phase II investigation in cases that clearly meet the threshold for reference.
There are three exceptions to the CMA’s duty to refer:
- where the affected markets are worth less than £10 million in aggregate, in which case the CMA may decide that the markets are of insufficient importance to justify a reference (the de minimis exception);
- where the customer benefits outweigh the substantial lessening of competition; or
- where the merger arrangements are insufficiently advanced or unlikely to proceed.
If the merger is referred to Phase II, there is a much more intense, detailed and burdensome investigation of the merger involving requests for information, the drafting of substantive submissions, hearings with the parties and third parties, site visits by the CMA and the review of and comments on working papers. In order to ensure a transparent and distinct process, the decision makers at Phase II, comprising a panel of independent members, are different from the decision makers at Phase I. While this ensures a ‘fresh pair of eyes’ at Phase II, to ensure continuity and efficiency the Phase II case team will often include members of the Phase I case team. The CMA also aims to avoid unnecessarily duplicative requests for data in each phase. The CMA’s Phase II review period is fixed at 24 weeks (extendable by up to eight weeks), although there is a statutory time limit (12 weeks, extendable by up to six weeks) to agree remedies. The reference rate for Phase II mergers over recent years remains at approximately 10%.
For mergers that clearly do not raise substantive competition concerns, there is no simplified notification process or truncated timetable, although the parties can choose not to notify if they are confident that no substantive competition concerns will arise. However, the CMA has said that it aims to clear at least 60% of less complex mergers (ie, those mergers that do not require an issues meeting and case review meeting) within 35 working days. Parties can abandon their merger after a Phase II referral has taken place (this will often be provided for in share purchase agreements), in which case the CMA’s investigation will be closed.
What obligations are imposed on the parties during the process?
The Competition and Markets Authority (CMA) has powers to require the parties to provide information and documents, and to require the attendance of witnesses, in Phase I and II investigations. The CMA can impose a fine (up to £15,000 per day or a fixed penalty of £30,000) for failure to comply with such requests in the absence of a reasonable excuse. This applies to both merging parties and third parties, and disputes may arise where the CMA has issued an onerous information request with an unreasonably short deadline. It is a criminal offence for any party to provide false or misleading information. The parties must also comply with any interim orders (eg, to hold separate the merging businesses) and fines of up to 5% of worldwide turnover can be imposed for breaching an order.
What role can third parties play in the process?
Third parties (customers, including consumers, suppliers and competitors) can submit their concerns about, objections to or support for a merger during the Phase I investigation by responding to the Competition and Markets Authority’s (CMA) public invitation for comments published on its website. The CMA will also ask the merging parties to provide contact details for their top 10 customers, suppliers and competitors in the merger notice, and the CMA will contact them to request their views on the merger. Customers may also be contacted if the parties or the CMA decide to undertake customer surveys. At Phase II third parties may be asked by the CMA for their further views in writing and may be invited to attend hearings with the CMA. Third parties may also review and submit comments to the CMA on documents that are published on the CMA’s website during the Phase I and II investigations (eg, proposed undertakings in lieu, terms of reference and proposed remedies).
What is the substantive test applied by the authority?
The Competition and Markets Authority (CMA) has a duty to refer a merger for a Phase II investigation where it believes that the merger meets the jurisdictional tests and has resulted or may be expected to result in a substantial lessening of competition within any market for goods or services in the United Kingdom. The test is based on an assessment of competition issues only, which includes considering whether the merger will weaken rivalry to such an extent that the competitive process would no longer deliver a similar level of customer benefit as it would without the merger – for example, as a result of higher prices or reduced choice, output quality or innovation. At Phase I the CMA must make the reference where it believes that it is more likely than not that the merger will result in a substantial lessening of competition. If the CMA believes that the likelihood is less than 50%, it has a duty to refer when it believes that there is a realistic prospect that the merger will result in a substantial lessening of competition. This is a lower test than that applied by the CMA in its Phase II investigation and the CMA has a wider margin of appreciation in making this determination at Phase I. At Phase II the CMA must decide, on a balance of probabilities, whether the merger has resulted, or may be expected to result in a substantial lessening of competition.
Does the legislation allow carve-out agreements in order to avoid delaying the global closing?
There is no specific provision in the legislation, but it is possible to carve out the UK portion of the transaction if it is genuinely separable and can operate as a standalone business. If this is the case, the non-UK portions of the transaction can be completed and implemented.
Test for joint ventures
Is a special substantive test applied for joint ventures?
There is no special substantive test for joint ventures and the same assessment applies as for all other UK mergers.
What are the potential outcomes of the merger investigation? Please include reference to potential remedies, conditions and undertakings.
If the Competition and Markets Authority (CMA) concludes at Phase II that there is or will be a substantial lessening of competition, it must consider what action it should take to remedy, mitigate or prevent the substantive competition concerns created by the merger. The CMA must consider the appropriateness, effectiveness and cost of the remedies and the CMA enjoys a wide margin of appreciation in doing so. If undertakings to remedy the adverse finding cannot be agreed with the parties, the CMA will make an order imposing the remedies. All undertakings and orders are published by the CMA on its website. The range of possible remedies include:
- prohibition of a merger – in some cases this can extend to prohibiting foreign-to-foreign mergers if the parent company carries on business in the United Kingdom;
- structural remedies (eg, requiring the divestment of one or more businesses of the merging parties); and
- behavioural remedies (eg, requiring access to essential facilities or licensing, or price caps and increased transparency of prices).
The CMA does not generally favour behavioural remedies, as they require a greater level of monitoring by the CMA.
Right of appeal
Is there a right of appeal?
The merging parties and any other person aggrieved by a decision of the Competition and Markets Authority (CMA) or the secretary of state can appeal the decision to the Competition Appeal Tribunal. Appeals can be brought against any type of merger decision by the CMA, including clearance decisions, reference decisions (including a decision not to refer), remedies, prohibition decisions, interim orders and fines imposed for failing to provide information or providing inaccurate or misleading information. In merger appeals, the type of review is that which would apply in a judicial review application to a court (ie, on points of law and not on the merits). Therefore, the Competition Appeal Tribunal will review the CMA’s investigation and materials in order to assess whether the CMA’s decisions are reasonable and demonstrate sufficient grounds for the conclusions reached. In making this assessment, the Competition Appeal Tribunal recognises that the CMA has a wide margin of appreciation to decide what action is required to remedy, mitigate or prevent the substantial lessening of competition that it has identified. It is also possible to apply for the judicial review of CMA decisions directly to the High Court, but this is rarely done. Appeals of Competition Appeal Tribunal decisions are made to the Court of Appeal.
Do third parties have a right of appeal?
Third parties, including complainants, have a right of appeal if they can show that they are aggrieved by the decision. This generally means that the third party must be able to show evidence that it is directly affected by the decision, but this can be interpreted broadly.
What is the time limit for any appeal?
An appeal must be lodged with the Competition Appeal Tribunal within four weeks of the Competition and Markets Authority’s decision. The tribunal will usually aim to conclude all appeals in merger cases within six months, but it is not bound by a fixed timetable. An appeal of the judgment of the Competition Appeal Tribunal on points of law can be made to the Court of Appeal within 14 days.
Law stated date
Correct as of
Please state the date as of which the law stated here is accurate.
The law stated here is accurate as of May 6 2015.