FRANCE Law and Practice Contributed by: Malik Idri and Mathieu Relange, FTPA Avocats
undertaking’s economic reality, such as mergers, dis - posals or acquisitions, or business closures. 2.8 Foreign-to-Foreign Transactions French merger control does not require a local nexus test. The FCA has jurisdiction over foreign-to-foreign transactions whenever the applicable turnover thresh - olds are met. 2.9 Market Share Jurisdictional Threshold The French notification thresholds are based solely on turnover. 2.10 Joint Ventures Joint ventures (JVs) fall within the scope of French merger control (Article L. 430-1 FCC) and its ordinary thresholds if they are “full function” – ie, if they meet the following criteria: • they are controlled by at least two independent undertakings; • they are established on a lasting basis and are not created for a merely temporary or limited period. A dissolution clause in the JV agreement (eg, in case of failure) does not automatically disqualify it from being classified as a concentration; and • they perform all the functions of an autonomous economic entity. A full-function joint venture may be established through: • the creation of an entirely new common structure; • the contribution of assets (eg, contracts, know- how, or other assets) by parent companies to an already existing joint venture, provided these assets enable the joint venture to expand its activi - ties; and • the acquisition of joint control over an existing undertaking by one or more new shareholders. 2.11 Power of Authorities to Investigate a Transaction In principle, the FCA cannot review a transaction that falls below the jurisdictional thresholds. However, following a public consultation launched in January 2025, the FCA announced in April 2025 its intention to formally introduce a call-in power based on both
quantitative and qualitative criteria, with a view to submitting a legislative proposal to the French public authorities in due course. This initiative was prompted by the Illumina / Grail case. At the European Commission’s invitation, the FCA referred the case to the European Commission under Article 22 of the EU Merger Regulation, even though the transaction did not meet the French merger control thresholds. The European Commission subsequently prohibited the transaction. However, in its judgment of 3 September 2024 (CJEU, Joined Cases C-611/22 P and C-625/22 P), the Court of Justice ruled that Article 22 does not permit a member state to refer a concen - tration to the European Commission where that mem - ber state has no jurisdiction over the concentration under its own national merger control rules. The FCA was therefore unable to make such a referral, given that the French merger thresholds had not been met. The FCA also applies the Towercast doctrine. In its Towercast judgment (CJEU, Case C-449/21, 16 March 2023), the Court of Justice held that concentrations which have not been subject to any ex-ante merger control – because they fall below the jurisdictional thresholds – may nonetheless be examined ex-post under Article 102 of the Treaty on the Functioning of the European Union. It follows that national compe - tition authorities and courts may treat a completed acquisition by a dominant undertaking as an abuse of dominance where it substantially impedes effective competition. The FCA applied this doctrine in Decision No 25-D- 06 of 6 November 2025 against Doctolib, finding that Doctolib’s non-notifiable acquisition of MonDocteur in 2018 constituted a predatory acquisition and, as such, an abuse of dominance. An appeal is currently pending before the Paris Court of Appeal. 2.12 Requirement for Clearance Before Implementation Article L.430-4 FCC imposes a standstill obligation, prohibiting the implementation of a transaction prior to obtaining clearance from the FCA.
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