European Commission launches public consultation on EU merger guidelines review
On May 8, 2025, the EC initiated a comprehensive public consultation aimed at revisiting and modernizing the two EU merger guidelines. These guidelines serve as the core framework for how the EC evaluates the competitive impact of mergers and acquisitions within the European Union. The review is timely, given the rapidly evolving economic landscape shaped by digitalization, sustainability imperatives, geopolitical shifts, and the increasing strategic importance of certain sectors.
The review encompasses the 2004 horizontal merger guidelines, which govern concentrations between actual or potential competitors, and the 2008 non-horizontal merger guidelines, which cover vertical and conglomerate mergers. While the EC has already adapted its enforcement practice in response to structural market changes – such as globalization, digitalization, and technological innovation – this formal review seeks to ensure that the substantive assessment framework remains fully aligned with contemporary market dynamics. This formal review, however, is intended to preserve the effectiveness and legal certainty of EU merger control in addressing present and emerging market challenges.
A key feature of the EC’s initiative is the publication of seven focused discussion papers, each addressing a distinct and strategically significant area of merger control. These papers delve into a broad spectrum of contemporary issues, including:
- Economic resilience and supply chain security
- Evolving competitive dynamics and market concentration
- The role of technological innovation in shaping market structures
- Environmental sustainability and the green transition
- Digital transformation and data-driven business models
- Efficiencies and their assessment in merger analysis
- Defense and security-related considerations in light of geopolitical developments and labor-market impacts and the intersection of competition and employment policy
Among the key themes explored in the discussion papers are the challenges the EC faces in assessing innovation and efficiencies – two areas that have become increasingly central to merger analysis in dynamic and fast-evolving markets. The EC has recognized the challenges inherent in assessing the impact of mergers on innovation within the framework of the guidelines reform, as these effects are fundamentally less predictable than conventional pricing effects. Mergers may foster innovation by combining complementary research and development (R&D) capabilities, but they can also suppress it by removing competitive pressure between innovators – especially in sectors like technology and pharmaceuticals. A central challenge lies in defining the appropriate counterfactual – what the innovation landscape would look like absent the merger – which is often speculative and uncertain. To address these complexities, the EC is working to develop a more structured analytical framework that can better capture dynamic innovation effects alongside more immediate competitive concerns.
Similarly, the EC is reexamining how efficiencies are assessed under the current merger guidelines. While efficiencies can play a critical role in offsetting potential anticompetitive effects, they must meet strict criteria: they must be merger-specific, verifiable, and demonstrably beneficial to consumers. In practice, however, the EC deems these benefits often uncertain, long-term, and harder to quantify, especially in comparison to more immediate and tangible harms to competition. This asymmetry can present analytical challenges, particularly in vertical and conglomerate mergers where the assessment of efficiencies tends to be more complex.
The consultation process is designed to be inclusive and participatory, inviting input from a wide range of stakeholders, including individual citizens, businesses, industry associations, legal practitioners, economists, and academics. Feedback can be submitted through two channels: a general questionnaire aimed at the broader public, and a more technical, in-depth questionnaire intended for stakeholders with specialized knowledge or experience in competition law and economics.
The deadline for submitting responses is September 3, 2025. This inclusive approach reflects the EC’s commitment to transparency and stakeholder engagement in shaping future competition policy.
CMA advances merger control reform with new public consultation
Building on its March 2025 initiatives, the UK CMA continued to modernize its merger control regime throughout the second quarter of the year. Following the launch of a review into merger remedies and the introduction of the Mergers Charter, the CMA has now turned its focus to broader procedural and jurisdictional reforms.
The updated guidance, effective from January 1, 2025, introduces higher turnover thresholds, a safe harbor within the share of supply test, and a hybrid jurisdictional test. These changes aim to better reflect the realities of digital and platform-based markets while providing greater legal certainty for merging parties.
In June 2025, the CMA launched a public consultation to further refine its merger guidance and notification procedures. This initiative complements the earlier introduction of the Mergers Charter and seeks to embed its principles – pace, predictability, proportionality, and process – more deeply into the CMA’s operational framework. The consultation explores how the merger review process can be made more efficient and transparent, including proposed changes to the merger notice template and clarifications on the assessment of material influence and share of supply. The CMA is also considering adjustments to the Phase 1 review process to streamline engagement and reduce administrative burdens.
These developments reflect a broader strategic effort to modernize UK merger control in response to digital transformation, geopolitical shifts, and the increasing importance of economic resilience. While the CMA has already adapted its enforcement practices to address these challenges, the current reforms aim to codify those adaptations and provide greater legal certainty for businesses and their advisors.
The consultation remains open to a wide range of stakeholders, with feedback expected to inform further guidance and policy proposals later in 2025.
EU and UK M&A activity: By the numbers
Number of enforcement actions in key industries1
Snapshot of selected enforcement actions2
Time from signing to clearance
