M&A Foundations · glossary

Gun-jumping

The competition-law offence of behaving as the target's owner before completion or before merger clearance — integrating operations early, directing management, or swapping competitively sensitive information. Regulators fine it heavily, which is why pre-completion covenants stop short of giving the buyer control. Chapter 13

Explained in Chapter 13, Signing to Completion, of M&A Foundations.

How it comes up, in Chapter 13
The consent list gives the Buyer a veto over changes; it must never become control of the business. Until the CBI approves, Atlas may not run Solaris — that is the whole point of the condition, and “acquiring control” before approval can itself breach the change-of-control regime. Where merger filings are in play, competition law adds its own prohibition on implementing a deal before clearance, known as gun-jumping, with serious fines attached. Clause 6.3 says it expressly…
Read Chapter 13, Signing to Completion →

Every chapter of M&A Foundations is free to read, including the full training share purchase agreement.

Related terms

Where this term lives

This term is part of one complete fictional deal, with every document attached and a test after every chapter. Open M&A Foundations → · All terms A–Z →