FRANCE Law and Practice Contributed by: Véronique Millischer, Léna Sersiron, Eléonore d’Anthonay, Guillaume Nataf, Olivia Chriqui-Guiot, Pauline Celeyron, Damien Berruyer and Nella Picou, Baker McKenzie Paris
Customs duties are calculated on the value of the product, and the applicable rate is set out in the Inte - grated Tariff of the European Union (TARIC). In princi - ple, that rate is the same regardless of the product’s origin. However, exceptions may arise from free trade agreements, tariff quotas, preferential origin regimes or trade defence measures.
• the domestic turnover of each of at least two par - ties exceeds EUR50 million; and • the transaction does not fall within the jurisdiction of the EC. Law No. 2026-403 of 26 May 2026 on the simplifi - cation of economic life will raise the French merger control notification thresholds for the first time since 2004. As from 1 September 2026, transactions must be notified to the FCA when: • the combined worldwide turnover exceeds EUR250 million; • the domestic turnover of each of at least two par - ties exceeds EUR80 million; and • the transaction does not fall within the jurisdiction of the EC. Furthermore, the specific thresholds applicable to the retail sector have also been increased by Law No. 2026-403, while those applicable to French overseas territories remain unchanged. The reform is expected to reduce the annual number of notifiable transactions by 20–30%, mainly in the retail sector. Exemptions There are no exemptions under French merger control rules. Filing is mandatory whenever the thresholds are met. However, a simplified procedure is available in certain unproblematic cases, such as the constitution of an offshore joint venture or a concentration leading to no horizontal overlaps or vertical links. Review of Concentrations Under Thresholds In line with the ECJ’s TowerCast judgment of 16 March 2023 (C-449/21), the FCA can conduct sub-threshold reviews of concentrations that may lead to an abuse of dominant position prohibited by Article 102 of the Treaty on the Functioning of the European Union (TFEU) or constitute an anti-competitive agreement under Article 101 of the TFEU. In addition, following the ECJ’s decision in the Illumi- na / Grail matter, the FCA is pushing for a legal reform that would lead to the introduction of a call-in power, enabling the FCA to review transactions in strategic sectors that fall below the legal thresholds, particularly within the technology and healthcare industries.
6. Competition Law 6.1 Merger Control Notification
Transactions that constitute a concentration and meet the French thresholds must be notified to the FCA prior to their implementation. Types of Transactions Covered A concentration occurs under either of the following circumstances: • two or more independent undertakings merge; or • one or more persons or undertakings already con - trolling at least one undertaking acquire control of the whole or parts of one or more other undertak - ings. Following a concentration, an undertaking may exer - cise decisive influence alone, in which case it will be deemed to have exclusive control. An undertak - ing may also exercise decisive influence jointly with another undertaking(s), in which case they will togeth - er be deemed to have joint control. Joint control over an undertaking arises from either parity in the voting rights or the ability for a minority shareholder to block certain strategic decisions (such as the adoption of the budget or business plan or the appointment of top management). Creating a joint venture that performs all the functions of an autonomous economic entity on a lasting basis also constitutes a concentration. Thresholds Concentrations must be notified to the FCA when the following three thresholds are cumulatively met: • the combined worldwide turnover exceeds EUR150 million;
370 CHAMBERS.COM
Powered by FlippingBook