Are the EU merger control rules about to change?

At the beginning of May 2025, the European Commission (the "Commission") launched a comprehensive review of its merger guidelines – a move that could reshape how mergers and acquisitions are assessed across the EU, particularly in sectors like telecoms, technology, defence, and energy.

The scope of the review

The review of the current guidelines, originally published in 2004 and 2008, is part of the Commission's broader effort to adapt to evolving market dynamics and global challenges and ensure merger assessments remain relevant and effective. The review will consider recent enforcement practice and case law from the Court of Justice of the European Union to develop a new comprehensive, predictable, enduring and commercially sound guidance for assessing mergers across all economic sectors.

Factors which prompted the Commission's decision to revisit its merger guidelines also include:

the Draghi Report highlighting how stringent merger controls might hinder European companies from scaling up to compete with global giants, particularly from the U.S. and China;
the growing recognition that mergers can drive innovation and enhance resilience, especially in sectors with high fixed costs like defence and telecoms; and
the rise of digital markets and "killer acquisitions" (i.e., where dominant firms acquire innovative startups) which necessitates a more nuanced approach to merger assessments.

Via the public consultation, the Commission hopes to gather comments and views on aspects such as competitiveness and resilience, market power, innovation, decarbonisation, digitalisation, efficiencies, defence, and labour considerations, all of which have altered competitive dynamics across various markets since the current guidelines were first developed. The public consultation closes on 3September 2025.

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Expected changes and their likely impact

The Commission's review signals a clear attempt to shift towards a more holistic approach to merger assessments, which balances competition concerns with the need for innovation and global competitiveness. Some key anticipated changes and their likely impact include:

Proposed change	Likely impact
The current EU guidelines focus primarily on market share and price effects, indicators which often do not give enough weight to other parameters such as innovation, sustainability and long-term strategic benefits. Among other defences, merging parties may, for example, be allowed to present an "innovation defence" demonstrating that a certain merger would enhance their capacity to drive innovation in the market.	New opportunities could arise for merging parties to argue that the proposed transaction will have greater benefits in the long-term, such as driving innovation (e.g., in the tech industry) or providing a strategic benefit (e.g., in the defence and energy sectors). However, the level of evidence required may put additional burden on the parties to prove their transaction does not affect competition or benefit from one of the exclusion criteria or defences. Pre-filing analysis and early engagement with the Commission could therefore become more burdensome but crucial to remain on the front foot of any argument being placed before the Commission.
Greater emphasis will be placed on resilience and security, particularly in strategic sectors like energy and defence.	While it remains unclear if such an emphasis will make certain sector deals easier to clear by benefitting from a pro-business agenda, more data will likely be required during the parties' merger assessment and at the pre-filing stage, including scientific, business and historic financial evidence.
Further streamlining of merger procedures - building on the 2023 simplification package - will aim to reduce administrative burdens and expedite reviews.	Exemptions and defences, particularly on tech mergers, seem to be a topic to keep under the radar as the Commission considers mergers' wider (and global) pro-competitive impact. Latest developments in enforcement practice and current case law in the tech space may foreshadow some elements of what is to come.
New mechanisms to capture and assess mergers falling below current notification thresholds but still impacting competition will be implemented.	Staying updated on developments will be crucial for the merging parties to successfully navigate the evolving EU merger control landscape, and make the most of the pre-filing procedures, without incurring unwanted surprises.

If you would like to discuss any of the matters covered in this blog, please get in touch with a member of our European Competition and Antitrust team.

Are the EU merger control rules about to change?

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