European Union

The main legislation is:

• the Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (“EU Merger Regulation” or EUMR); and
• its Implementing Regulation 2023/914, which covers procedure, forms and filing mechanics.

The EUMR is a mandatory and suspensory regime for concentrations that fall within its scope. Note that there are also mechanisms to transfer jurisdiction from EU Member States (see Questions 1.5 and 3.9), which can operate to give the European Commission (the “Commission”) jurisdiction over below-threshold concentrations.

The Commission’s Directorate General for Competition (DG COMP) investigates notified cases. The College of Commissioners adopts the final administrative decision, based on DG COMP’s analysis.

The Commission is an EU institution acting independently of any Member State and of the other EU institutions.

The EUMR is sector-agnostic, enabling Commission review of all concentrations meeting the jurisdictional thresholds (see Question 3.1).

However, Article 21(4) EUMR specifies that Member States may take appropriate measures (such as vetoing a merger or applying conditions) to protect legitimate interests, including public security, media plurality or prudential rules.

While there is no EU-level foreign direct investment (FDI) regime, all 27 Member States have investment screening rules applicable in parallel to EU merger control. The revised EU FDI Screening Regulation will introduce common minimum harmonisation but will not eliminate differences.

The Foreign Subsidies Regulation (FSR) applies to concentrations in parallel to the EUMR and any FDI reviews, where thresholds are met. The FSR screens for non-EU government subsidies that might give companies an unfair advantage when acquiring EU businesses or competing in EU markets.

The EUMR is a supranational merger control regime, sitting alongside Member State merger control and creating a “one-stop-shop” for concentrations with an “EU‑dimension” (i.e. which meet the jurisdiction thresholds for the EUMR, see Question 3.1). Thus, a transaction with an EU dimension only needs to be notified to the European Commission, rather than the EEA Member States which are otherwise triggered.

• Where there is no EU dimension, Member State merger control rules can be applied (with parallel reviews possible).
• “Referral up”: one or more Member States can ask the Commission to examine a case without an EU dimension where it affects trade between Member States and threatens to significantly affect competition within that Member State’s territory (an Article 22 EUMR referral). Additionally, the parties can request the Commission to take jurisdiction where the transaction is notifiable in at least three Member States (an Article 4(5) EUMR referral).
• “Referral back”: one or more Member States can request a full or partial referral from the Commission where there is a distinct national market concern for those Member States (an Article 9 EUMR referral). The parties can also request a full or partial referral to one or more Member States where there are distinct national market concerns (an Article 4(4) EUMR referral).

The EUMR regime also encompasses EFTA States that are EEA Members (Iceland, Liechtenstein, Norway, but not Switzerland).

The Commission routinely cooperates with:

• Member State competition authorities through the European Competition Network; and
• foreign agencies through the International Competition Network (ICN).

The Commission shares EUMR notifications and key documents with Member State authorities, which can be asked to carry out inspections.

Discussion between major merger control agencies is common where all review the same global transaction, including on concerns and remedy design. Parties can facilitate coordination, but each jurisdiction reaches its own conclusions.

Member State FDI screening incorporates an EU cooperation mechanism. The screening Member State shares information with the Commission and other Member States, which may comment. Timelines under the EUMR, national FDI regimes, and FSR do not necessarily align, and outcomes may differ.

No amendments to the EUMR are expected. The Commission is consulting on revised guidelines for the substantive assessment of mergers, which it plans to finalise at the end of 2026.

The jurisdictional trigger under the EUMR is a “change of control on a lasting basis”.

Control comprises rights, contracts or other means which, together or separately, confer the possibility of exercising “decisive influence” (i.e. the ability to impose, or block, strategic decisions) over an undertaking. Control may be held solely or jointly and may be de jure (e.g. based on contractual rights set out in a shareholders’ agreement) or de facto (e.g. as a result of strong economic links). The acquisition of a minority stake can constitute a change of control where the purchaser acquires decisive influence; for example, through the ability to veto its budget, business plan, or the appointment, removal, or terms of employment of senior management. The Commission’s Consolidated Jurisdictional Notice (CJN) provides helpful guidance. A stake as low as 23.93% has been found to give decisive influence over a business whose shareholders were fragmented and rarely attended meetings.

Purely temporary changes of control are not caught under the EUMR, because a concentration requires a change of control “on a lasting basis”. Fixed-term arrangements can still be “lasting”: a defined end date does not exclude jurisdiction if the term is long enough (and particularly if the agreement is renewable).

The EUMR applies to mergers, acquisitions of decisive influence, full-function joint ventures (see Question 2.4), and any transaction leading to a change of control (including in a pre-existing joint venture). Acquisition of control over assets is notifiable where they constitute an undertaking under the EUMR. The EUMR catches acquisitions of control by securities or any other means. Whether an “acquihire” constitutes a concentration is unresolved.

The creation of a joint venture constitutes a concentration if it performs all functions of an “autonomous economic entity” on a lasting basis, known as a “full function joint venture”. This requires operational autonomy, market presence, limited dependency on its parents, and creation on a lasting basis. A full function joint venture must have its own management for day-to-day operations and access to sufficient resources (including finance, staff and assets).

Interrelated transactions can be treated as one or separate concentrations. The Commission looks at economic reality and interdependence. Two or more transactions constitute a single concentration if they are unitary in nature (i.e. whether those transactions are interdependent, such that one would not have been carried out without the other). Mutual conditionality in contracts is the strongest indicator of a single concentration, but this may also be achieved by other means (e.g. de facto conditionality can be demonstrated through an economic assessment of interdependency, which typically requires simultaneity of the transactions). The requirement that a concentration occurs on a lasting basis means that interim arrangements in a wider transaction are not treated as a merger.

Transactions initiated through multiple steps can constitute a single concentration where these steps are interdependent and control is ultimately acquired by the same undertaking. Under Article 5(2) EUMR, two or more transactions between the same two parties within a two-year period will be considered part of the same concentration for turnover calculation purposes (preventing parties from evading merger control by splitting transactions into smaller deals).

There are two alternative turnover tests. Within each test, all limbs are cumulative.

The primary thresholds are as follows:

• the combined aggregate worldwide turnover of all the undertakings concerned exceeds EUR 5 billion; and
• the aggregate EU-wide turnover of each of at least two of the undertakings concerned exceeds EUR 250 million.

The secondary thresholds apply where the primary thresholds are not satisfied:

• the combined aggregate worldwide turnover of all the undertakings concerned exceeds EUR 2.5 billion;
• in each of at least three EU Member States, the combined aggregate turnover of all the undertakings concerned exceeds EUR 100 million;
• in each of these Member States, the aggregate turnover of each of at least two of the undertakings concerned exceeds EUR 25 million; and
• the aggregate EU-wide turnover of each of at least two of the undertakings concerned exceeds EUR 100 million.

Under both tests, the transaction is not notifiable if each of the undertakings concerned achieves at least two-thirds of its EU-wide turnover within one and the same Member State.

Typically, the “undertakings concerned” are:

• In an acquisition of sole control: the acquiring company and the target company. The seller is not an undertaking concerned. Where only parts of a company are acquired, only the turnover of those parts is taken into account for the target company.
• In an acquisition of joint control of a newly established company: each of the companies acquiring control.
• In an acquisition of joint control of a pre-existing company: each of the companies acquiring control, as well as the existing company being acquired.
• In a merger: all merging parties.

Turnover for each undertaking concerns the entire group-wide turnover. This would include the undertaking concerned, its subsidiaries and their subsidiaries, its parent companies and their parent companies, its sister companies, and any companies jointly controlled by two or more companies of the group.

If a joint venture is jointly controlled, its turnover is apportioned equally between the controlling parents.

EU and Member State turnover is generally allocated to where the customer is located (i.e. where competition for the customer’s business took place).

Turnover means revenues from sale of products and/or provision of services, less sales rebates, VAT and other taxes directly related to turnover. Intra-group sales are excluded. Turnover from the preceding financial year is used (in practice, the last audited accounts), but the Commission may accept turnover from previous years if no recent audited accounts are available. Adjustments are made for acquisitions and disposals since the financial year concerned. There are special rules for insurance and financial services.

Not applicable.

If turnover is reported other than in euros, it should be converted using the European Central Bank’s (ECB) annual average exchange rate for the relevant 12‑month financial year (not a spot rate), available from the ECB’s website.

Not applicable.

All concentrations that satisfy the EUMR turnover-based jurisdictional thresholds are subject to a notification obligation, including foreign-to-foreign transactions. For example, joint ventures that operate entirely outside the EEA (so-called extraterritorial joint ventures) must be notified to the Commission where the parent companies satisfy the EUMR thresholds (but a simplified notification procedure may be available, see Question 4.10).

Under the EUMR, there is no de minimis exemption for a concentration with an EU dimension.

Concentrations are exempt from notification when:

• a credit/financial institution or insurer whose normal business includes dealing in securities temporarily holds securities with a view to reselling them;
• control is acquired by an office‑holder under Member State laws relating to liquidation or analogous proceedings; or
• a financial holding company acquires control but only exercises its voting rights to maintain full investment value.

Notification is mandatory pre‑implementation. If the parties do not notify or close before clearance, the Commission can still investigate the concentration and will request notification.

The Commission has no formal call-in powers over below-threshold transactions. However, mechanisms to transfer jurisdiction from Member State review to the Commission can enable it to review a below-threshold concentration via an Article 4(5) referral (at the parties’ request) or Article 22 EUMR referral (at national competition authorities’ request) (see Question 1.5).

An Article 22 referral is only possible where a Member State has jurisdiction under its domestic merger control rules. The courts are reviewing whether Article 22 can be used on a merger below national thresholds, following the Commission’s acceptance of a referral from Italy that did not meet EU or Italian jurisdictional thresholds (NVIDIA/Run:ai).

There is no longstop date after which a transaction cannot be reviewed. It remains to be seen whether the Commission will introduce new powers to review below-threshold mergers pursuant to Article 22 EUMR.

Voluntary filings to the Commission are not possible if the EUMR turnover thresholds are not met. However, the parties can request an Article 4(5) referral up to the Commission (see Question 1.5) where the transaction is notifiable in at least three Member States.

If the EUMR jurisdictional thresholds are met, notification is mandatory. The obligation to notify cannot be waived.

Yes, a notifiable concentration must not be implemented before clearance. Any step transferring control or permitting decisive influence pre-clearance (e.g. exercising voting rights, directing strategy, de facto integration) infringes the standstill obligation. If breached, the Commission may adopt interim measures, require dissolution, and/or impose fines up to 10% of aggregate global turnover.

The standstill obligation does not preclude implementation of a public bid or series of securities transactions, provided the merger is notified without delay and the acquirer does not exercise voting rights or does so only to maintain investment value based on a Commission derogation.

Exceptionally, the Commission may grant a derogation upon a reasoned request. The derogation is mainly assessed by balancing (i) the effects of suspension on the merging parties or on a third party against (ii) the threat to competition posed by the merger.

If the Commission does not grant a derogation, it is not possible to close other parts of the concentration before it has cleared the transaction.

Responsibility sits with the acquirer(s) of control:

• For acquisitions of sole control, the notification is submitted by the entity acquiring control, typically the buyer.
• For acquisitions of joint control, the notification is jointly submitted by those acquiring joint control, typically the new and continuing JV parents or co-investors.
• For mergers, the notification is jointly submitted by the parties to the merger.

The seller becomes a notifying party only if it is also acquiring or retaining joint control (e.g. joint venture formations or change from sole to joint control).

There is no filing fee.

Notification can be made once parties evidence a good faith intention to conclude an agreement (e.g. agreed heads of terms, agreement in principle, memorandum of understanding or a signed letter of intent) or, for a public bid, where they publicly announced an intention to bid. Formal notification is made public (although pre-notification discussions can be confidential).

There is no deadline, but the concentration must be cleared before it closes or is implemented.

Failure to notify may lead to fines up to 10% of the notifying party’s aggregate worldwide group turnover, the transaction will be void and the Commission could potentially unwind it.

Notifications are made using the Form CO (normal procedure) or Short Form CO (in cases that benefit from simplified treatment) (see Question 4.10), which are both annexed to the EUMR Implementing Regulation and available on the Commission’s website at www.eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32023R0914.

Both forms require details about the parties, the concentration, market definitions, market information and other relevant information to help the Commission in its assessment. The Short Form CO requires significantly less detail than the full Form CO.

Notifications may be drafted in any official EU language. Supporting documents are filed in original language (with translation if not an official EU language).

The notification must be signed by persons authorised by law or authorised external representatives, with power of attorney attached. Submissions must be digital. Documents requiring signature must use a Qualified Electronic Signature under the eIDAS regulation.

The Commission has simplified and super-simplified procedures for “non-problematic” concentrations, notified via a Short Form CO.

The Commission Notice on simplified treatment lists criteria for the simplified and super-simplified procedures. Parties may request simplified treatment via the “flexibility clause” if the criteria are not met but certain thresholds hold true under all plausible market definitions.

Simplified procedures apply when the parties and/or joint venture have limited turnover and market shares, or when a party acquires sole control over a jointly controlled company.

Super-simplified procedures apply to joint ventures with no or negligible EEA turnover or assets, and transactions with no horizontal overlaps or vertical relationships.

Pre-notification discussions are not mandatory but are common practice in both normal and simplified procedure cases. Beforehand, a case team allocation request must be submitted to enable an appropriate case team to be assigned to the transaction. Exceptionally, parties may file without pre-notification where the case benefits from the super-simplified procedure.

There is no time limit or target for prenotification discussions (which can take months for complex transactions).

EU merger control has two statutory review phases. The “clock” runs on working days and starts only once notification is declared complete.

• Phase 1: 25 working days from the working day after receipt of a complete notification, extended to 35 working days if:
  • the parties offer commitments; or
  • a Member State requests an Article 9 referral request (see Question 1.5).
• Phase 2: 90 working days from the date of the Commission’s decision to initiate a Phase 2 investigation, extended to:
  • 105 working days if the parties offer commitments between the 55th and 65th working day; and
  • by 20 working days at the request of the parties (made by the 15th working day) or at the Commission’s initiative with the parties’ agreement.

The Commission can “stop-the-clock” at any time if the parties have not responded to a request for information.

There is no statutory fast-track, but simplified and super-simplified cases (see Question 4.10) are typically faster. If the Commission has not adopted a decision within the Phase 1 or Phase 2 time limits, the concentration is deemed approved.

Deadlines under EU merger control are counted in “working days” excluding weekends and Commission holidays.

Statutory periods start the working day after the trigger event. Anything sent outside working days or DG COMP opening hours is deemed received the next working day.

For Commission-set deadlines (e.g. information requests), the Commission must account for public holidays in the addressee’s country.

For a non-problematic deal (i.e. simplified procedure), the expected timeframe from signing to clearance is approximately 10–12 weeks, if the filing preparation begins upon signing (where such filings can typically be prepared within 1–2 weeks).

Public bids create timing pressure, but the EUMR provides a specific “public bid” standstill carve-out.

A public bid can be notified upon announcement (or even earlier, if an intention to make the bid has been publicly announced). The acquirer may implement the bid or acquire shares before clearance if:

• it notifies without delay; and
• it does not exercise voting rights (save to maintain full value, based on a Commission derogation).

The bid timetable should be built around merger control by using clearance as a condition and, if needed, aligning the offer-period mechanics with the substantive risk. National takeover rules will determine the detailed flexibility.

Third-party participation is built into EU merger review. Third parties can be contacted by the Commission and can proactively reach out.

After filing, the Commission publishes the fact of notification (including names, origin, nature of concentration, sectors). This is the main “public signal” to the market.

During its investigation, the Commission can collect evidence by information requests to persons or companies and interviews with any consenting person. The Commission also uses third parties’ views to market-test commitments.

Third parties with sufficient interest can apply to submit written views on the proposed concentration.

The Commission may require all necessary information by simple request or by binding decision. It can also inspect premises (“dawn raids”), review and copy business records regardless of medium, question staff, and seal premises and/or records. Requests often start informally but can escalate to formal decisions with fines for non-compliance.

The Commission and Member States are bound by professional secrecy, using information only for the case.

Parties and third parties must flag business secrets, justify confidentiality, and provide non-confidential versions to the Commission. Business secrets may be filed separately.

“Access to file” excludes confidential/internal documents; disclosed materials may only be used for the proceedings.

The substantive legal test is whether the concentration would significantly impede effective competition (SIEC), in particular through the creation or strengthening of a dominant position.

The most common types of competition concerns are:

• horizontal, which include unilateral effects, coordinated effects, loss of potential/innovation competition; and
• vertical/conglomerate, which include input and customer foreclosure, tying and bundling.

Efficiencies are credited only within the SIEC assessment. The Commission considers technical and economic progress benefiting consumers that does not restrict competition.

Parties must show that efficiencies benefit consumers, are merger-specific, and are verifiable. The burden sits with notifying parties; evidence can include internal documents.

The Commission is revising its merger guidelines to give greater weight to efficiencies.

Informal discussion takes place from pre-notification onwards. Formal concerns are set out in a Statement of Objections in Phase 2. The Commission sets a deadline for written reply and may send a letter of facts.

After receiving the Statement of Objections, parties can request access to file (excluding confidential and internal documents). An oral hearing can be held, run by the Hearing Officer with parties and potentially third parties presenting their analysis.

Remedies are proposed as commitments, which must eliminate the competition concern:

• Phase 1. Proposed commitments must be submitted within 20 working days of receipt of the notification. If offered, the Phase 1 deadline extends to 35 working days.
• Phase 2. Proposed commitments must be submitted within 65 working days of opening Phase 2 proceedings. Offering commitments typically extends the Phase 2 deadline to 105 working days, unless offered within 55 working days of opening Phase 2 proceedings.

Commitments are submitted in writing using Form RM and must be signed by the notifying parties and any other person the commitments will bind. The Commission will typically circulate commitments to Member States and market‑test them with third parties. The Commission cannot impose remedies.

Generally, the Commission prefers structural remedies (such as commitment to sell a viable business) as they prevent competition concerns on a lasting basis without ongoing monitoring. Other structural remedies (e.g. access to key infrastructure) may be accepted if equivalent in effect.

Behavioural remedies are accepted only exceptionally and must be workable and monitorable. If a merger is later found incompatible, or conditions breached, the Commission can order disposal of shares or assets and other interim measures.

After conditional clearance, completion can precede full remedy implementation only where the decision imposes post-closing obligations. If a condition is unfulfilled, the concentration is treated as unauthorised, and clearance may be revoked.

Enforcement tools include fines up to 10% of global group turnover, periodic penalty payments (up to 5% of average daily turnover), disposal of shares or assets, and other interim measures.

Commission decisions are notified without delay to the notifying party(ies) and Member State authorities, to the address for service or authorised external representative stated in the Form CO.

Phase 2 decisions, and any decision imposing fines, are published in the Official Journal. Phase 1 decisions are published on the Commission’s website. The Commission protects the parties’ business secrets and publishes non-confidential versions.

In principle, clearance is effective immediately. For conditional clearances, any completion conditions must be satisfied before the concentration is implemented.

EUMR clearance decisions cover ancillary restraints, which are restrictions that are directly related and necessary to implement the concentration.

However, parties must self-assess them on a case-by-case basis, following guidance in the Ancillary Restraints Notice.

Commission decisions can be appealed to the General Court (under Article 263 TFEU) by the addressee(s) of the decision, or third parties that show direct and individual concern with the decision.

Proceedings must be brought within 2 months and 10 days of publication, notification, or when the act came to the applicant’s knowledge. A General Court judgment can be appealed to the Court of Justice within 2 months and 10 days following notification of the General Court’s judgment.

The Commission may fine the notifying parties up to 10% of their aggregate worldwide turnover if they fail to notify a transaction before receiving clearance.

The Commission can also require the unwinding of a non-notified concentration or the disposal or shares and assets. It may also declare the transaction void.

Fines for early implementation prior to clearance are separate to the fines for failure to notify and considered an ongoing infringement. Again, fines can reach up to 10% of aggregate worldwide turnover.

The Commission may impose fines up to 1% of aggregate turnover for intentionally or negligently supplying incorrect or misleading information, whether in a notification or in response to a request for information.

The Commission may also impose periodic penalty payments up to 5% of the parties’ average daily aggregate turnover per working day to compel the submission of complete and correct information.