Black Friday 2025: competition law pitfalls for UK and EU retailers and CMA consumer law alert

The Competition and Market Authority (CMA) published its Black Friday consumer alert on 13 November setting out a clear benchmark for transparent pricing, consumer awareness around rankings and robust post‑sale rights – and the guidance lands alongside more familiar competition law issues that tend to surface during peak promotions. 

The CMA issued the alert just a few days before it launched a major consumer protection drive focusing on online places. This comprises eight investigations into suspected consumer law breaches and 100 warning letters across a myriad of online sectors from fashion to rail travel. The action package sends a clear compliance message to brands, retailers and others seeking to benefit from this sales period.

These latest moves by the CMA follow the digital market and competition aspects of the Digital Markets Competition and Consumers Act coming into force at the start of the year and the consumer-related parts in April.

Genuine discounts and the prohibition on fixing resale prices

The CMA’s guidance takes in pricing and promotions, with a focus on consumer accuracy and competition law boundaries. The guidance that shoppers should be sceptical of eye‑catching savings requires retailers to substantiate price reductions and avoid pressure tactics that create a misleading impression of scarcity or a price reduction. At the same time, competition law restricts how brands manage downstream pricing. As a general rule, manufacturers may not impose fixed or minimum resale prices and may not limit the level of discount offered by retailers on particular products.  

Quality‑focused selective distribution criteria can protect brand presentation, but they cannot be used to force retailers to sell at certain price points. For brands that sell both direct‑to‑consumer and via independent retailers, coordinated promotional calendars or policies that in practice operate as price floors carry particular risk. 

Algorithms, AI and avoidable price coordination

The CMA has cautioned that artificial intelligence (AI) can produce inaccurate results in shopping journeys. Its guidance emphasises that pricing algorithms and digital monitoring tools can be problematic in how they interact with competitor price‑setting. When these tools scrape competitor prices or share sensitive parameters across a market, they can facilitate alignment even without explicit agreement. 

Businesses will be looking to review the inputs, vendor settings and outputs of repricing or monitoring tools, and ensuring these are used only for legitimate purposes and avoid any use that identifies or penalises discounters.

Clean lines with competitors and lawful benchmarking

The guidance also focuses on competitor contacts and safe data practices. Promotional planning often brings competitors into similar forums, whether via trade associations, suppliers or marketing partners. Exchanges about forward‑looking, non‑public pricing or discount plans can cross legal lines. Businesses will also want to avoid discussions of intended markdowns, floor prices, customer targeting or campaign cadence with competitors. And where benchmarking is necessary, it should rely on historic, aggregated third‑party data, with a documented legitimate purpose and controls that prevent recipient identification.

Internal approvals and auditable substantiation

To manage parallel consumer and competition risks, businesses should also implement documented substantiation for discount claims, transparency checks for rankings and paid placements, and legal approvals for promotional content that could be read as price signalling. Training buying, account management and ecommerce teams in advance of peak season reduces inadvertent escalation and helps ensure that complaints about discounting are handled without sharing competitively sensitive information between resellers.

Stronger consumer enforcement raises the stakes

Through its online pricing enforcement drive the CMA is sending a strong signal that it intends to make good use of its new legal powers in this area to protect consumers during promotional periods by sanctioning non‑compliant businesses. These powers sharpen overall regulatory exposure during peak trading. The CMA has stated that it may become aware of competition infringements in the course of a consumer investigation or vice versa.  

Competition risks typically increase when brands attempt to influence retail pricing, when promotional calendars are coordinated across independent channels, or when pricing tools encourage alignment.  The combined effect is that poor governance around promotions can trigger fast consumer intervention and, separately, significant competition sanctions for unlawful price control or coordination.

The EU dimension

In addition to these considerations applying to sales and distribution within the UK, businesses will likely want to give some thought to pan-European distribution. Online sales freedom must be preserved for retailers throughout the EU, subject only to narrowly defined exceptions, to ensure consumers can purchase goods digitally across Member States without encountering technological obstacles.

The EU Geo-blocking Regulation prohibits retailers operating within the Union from treating customers differently based on their citizenship, domicile or registered location within the EU. Consequently, retailers conducting cross-border business in the EU must carefully scrutinise and assess their pricing strategies, as they cannot lawfully prevent access or redirect shoppers within the EU who are searching for optimal Black Friday offers through various sales channels.

Osborne Clarke comment

The CMA's clear warning shots, which have evidently been strategically timed ahead of Cyber Week at the start of December, highlight the real risk of competition and consumer law enforcement during this year's promotional period. 

With significant fines for breaches of both competition and consumer law, businesses should not hesitate to speak to an expert if they have any concerns about pricing or other practices, especially at this time of year as there is increased scrutiny from authorities.

Please visit Osborne Clarke's webpage on the Digital Markets Competition and Consumers Act.