What does the Getty Images/Shutterstock decision tell business about how the CMA approaches mergers in the UK?

The Competition and Markets Authority (CMA) has rejected comprehensive Phase I undertakings in the Getty Images/Shutterstock merger, instead referring the £3.7 billion deal to Phase II. The decision demonstrates the CMA's continued willingness to scrutinise transactions robustly where it feels that they pose a genuine threat to the structure of competition within the UK, despite pressure from government for it to adopt a more pragmatic, pro-investment and even backseat approach when reviewing international mergers that are being scrutinised by competition authorities in the US or European Union. 

The deal

The transaction involves the merger of the two largest stock image companies, both operating platforms that license digital content including photos, illustrations, videos and music.

The CMA commenced its Phase I investigation in August 2025, found a substantial lessening of competition in October, rejected Getty's remedy package on 3 November, and published its full Phase I referral decision on 17 December.

Why the CMA said no

Getty offered both behavioural undertakings for UK stock content (price caps and product range commitments) and structural undertakings to divest Shutterstock's editorial and paparazzi businesses.

The CMA rejected the package for three principal reasons:

• Timing matters. The parties only submitted final proposals on the last day of the five-working-day deadline, leaving the CMA with limited time to assess complex behavioural commitments. The CMA criticised the parties for not engaging earlier.
• Behavioural remedies were insufficient. The five-year duration was fatal: the CMA's competition concerns were not time-limited, yet the undertakings were. The remedies did not address the substantial lessening of competition at source (the loss of competition between the parties), applied only to current products while the parties continue to innovate, and could be circumvented. They also failed to protect non-price parameters like content breadth, quality and innovation. The CMA identified specification, circumvention, distortion and monitoring risks across numerous price plans and customer contracts.
• Structural remedy untested. Given material doubts about the stock undertakings, the CMA did not need to fully assess the editorial divestment, though it noted the businesses do not operate standalone and some customers value buying both editorial and stock content together.

GenAI not (yet) in the frame

The parties argued they compete with generative AI providers, but the CMA rejected this. Customer feedback showed barriers to GenAI adoption (quality, authenticity and intellectual property risks) would remain for at least two to three years. Ironically, the CMA found that the parties' extensive proprietary image libraries may position them well to compete in GenAI themselves.

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The key takeaways for businesses arising from this decision are:

• CMA independence remains intact. Despite political pressure for a lighter touch on international transactions reviewed elsewhere, this case confirms the CMA will act robustly where it feels that UK competition is affected: a welcome sign for the agency's independence.
• Behavioural remedies face a high bar. Phase I remedies must be clear-cut and address the CMA's specific concerns. The inherent problems with behavioural undertakings remain (ongoing monitoring requirements and their time-limited nature), despite new guidance encouraging the CMA to consider them at Phase I.
• Watch this space. The government is currently consulting on extending the Phase I remedies period. Had this been in force, Getty might have avoided Phase II altogether.
• Engage early. New CMA procedural guidance recommends early undertakings in lieu of reference (UIL) engagement in Phase I. Getty's last-minute submission of complex package of behavioural and structural remedies meant the CMA could not become comfortable that it had properly addressed their competition concerns. Do not leave it until the deadline…