FRANCE Trends and Developments Contributed by: Malik Idri and Mathieu Relange, FTPA Avocats
Increase of Merger Control Thresholds A long-awaited reform has been adopted to raise the merger control thresholds in France. The new thresh - olds will apply for all transactions filed with the French Competition Authority (FCA) as of 1 September 2026. The Economic Life Simplification Act ( Loi de simpli- fication de la vie économique ) of 26 May 2026 modi - fied several thresholds set out in Article L.430‑2 of the French Commercial Code (FCC), including the general turnover thresholds. In respect of the general turnover thresholds (Article L. 430-2, I FCC), a transaction must be notified to the FCA if: • the combined worldwide turnover (excluding VAT) of all undertakings concerned exceeds EUR250 million (up from EUR150 million); • the turnover achieved in France (excluding VAT) by each of at least two of the undertakings concerned exceeds EUR80 million (up from EUR50 million); and • the transaction does not meet the jurisdictional thresholds of the EU Merger Regulation. The reform also modified the thresholds applicable to transactions where at least two parties operate one or more retail stores (Article L. 430-2, II FCC). They must now be notified if: • the combined worldwide turnover (excluding VAT) of all undertakings concerned exceeds EUR100 million (up from EUR75 million); • the turnover achieved in the retail sector in France (excluding VAT) by each of at least two of the undertakings concerned exceeds EUR20 million (up from EUR15 million); and • the transaction does not fall within the scope of the EU Merger Regulation. The alternative local thresholds applicable in French overseas departments and territories remain unchanged (Article L. 430-2, III FCC). The FCA has long wished for this reform. According to the FCA’s 2024 annual report, it reviewed during that year a record 295 transactions, which was up 10%
on the previous peak in 2021. However, this involved mainly transactions that did not raise any competition concern (97% of the transactions filed that year were cleared unconditionally). The new thresholds are expected to remove roughly 20–30 % of currently notifiable deals from the French filing net, particularly small and mid-cap transactions, and to allow the FCA to focus its resources on more complex and potentially problematic cases. The Economic Life Simplification Act was enacted on 26 May 2026. Pursuant to its Article 24, II, the new thresholds will apply to all concentrations filed with the FCA as of 1 September 2026. The former thresh - olds remain applicable for all transactions filed before that date. The Trust Pact: a new approach regarding simplified filings Prior to the reform of the French merger thresholds, the Head of the Merger Unit of the FCA already expressed his willingness to reallocate more strategi - cally the workforce of his unit. In 2024, he proposed a new approach for the review of simplified mergers, in order to spend less resources on them and more on other cases, especially problematic cases. Under this approach, as long as simplified filings con - tain a full competitive analysis and a comprehensive presentation of the market definition, they are deemed complete and correct, and, in principle, they will not trigger information requests. Although the parties should nevertheless inform the FCA shortly before filing, pre-notification is no longer considered nec - essary, unless there are legitimate concerns. Finally, the review is accelerated: the review time can now be limited to the reasonable time granted to third parties to make observations. Conversely, the Head of the Merger Unit also announced that he wanted to allocate more resources to problematic cases, but also on checking whether parties did not fail to notify, did not submit wrong or misleading information, did not implement the trans - action before clearance, etc.
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