INTRODUCTION Contributed by: Jean-François Bellis and Porter Elliott, Van Bael & Bellis
As M&A Shows Signs of Recovery, Merger Control Recalibrates As in recent years, the number of M&A transactions worldwide in 2025 remained well below the peak lev - els seen in 2021. However, there were indications of a recovery, at least in certain sectors and regions. Deal value increased meaningfully in the second half of 2025, driven in large part by transactions in the technology, media and telecommunications, energy and infrastructure sectors. US megadeals – including Union Pacific’s USD85 billion acquisition of Norfolk Southern and Kimberly-Clark’s nearly USD50 billion purchase of Kenvue, both currently undergoing regu - latory review – led the way, while increases in deal value in other geographies, including Europe and Asia, were comparatively modest. Overall, the long-anticipated resurgence in worldwide M&A activity has remained uneven at best, shaped by persistent geopolitical tensions, cautious capital deployment and a still-fragile macroeconomic outlook. Yet, in the absence of a full-scale global rebound in dealmaking, merger control regimes around the world have continued to evolve at pace. What is emerging is not a simple tightening or loos - ening of merger control enforcement, but a broader recalibration of policy. Authorities are reassessing how merger control should operate in a world increasingly defined by industrial policy, supply chain resilience, technological rivalry and sustainability considerations. For merging parties, this means that the challenge is no longer just navigating complex rules but under - standing how these rules are being interpreted in real time. And, most importantly, how this recalibration of merger control, still very much a work-in-progress, is likely to impact their deal, if at all. Against this backdrop, 2026 is shaping up to be a year in which the direction of travel may in some respects become clearer, even if the ultimate destination does not. Changing landscapes across key merger control jurisdictions European Union In the EU, the long-anticipated review of the European Commission’s merger control guidelines has moved
from policy debate to concrete proposal. On 30 April 2026, the Commission launched a public consulta - tion on draft new EU Merger Guidelines, intended to replace both the 2004 Horizontal Merger Guidelines and the 2008 Non-Horizontal Merger Guidelines. The new draft reflects a discussion that began in earnest following the Commission’s 2019 prohibi - tion of Siemens’ proposed acquisition of Alstom and grew louder following the 2024 Draghi Report, which described the need to increase European productiv - ity as “an existential crisis”. Namely, how EU merger control can allow European companies to reach the scale needed to compete globally with – in particu - lar – US and Chinese rivals, without compromising the Commission’s core commitment to preserving effective competition within the EU. Unsurprisingly, the draft guidelines give greater visibility to themes such as innovation, resilience and sustainability. They also suggest a willingness of the Commission to look beyond short-term price effects in favour of longer- term procompetitive outcomes. What practical effect this “new” approach will have on the Commission’s assessment of mergers remains to be seen. Until there is clear evidence of a shift in practice, however, merg - ing parties should not assume that the Commission will become significantly more permissive. Although the draft guidelines have understandably attracted much of the recent attention, another devel - opment – the proliferation of “call-in” powers – may ultimately prove more consequential for merging par - ties. These powers allow member state competition authorities to assert jurisdiction over transactions that fall below their filing thresholds and, in some cases, refer such transactions to the Commission for review. While the objective is to prevent potentially prob - lematic deals from escaping European scrutiny, the expansion of these powers has significantly reduced the legal certainty that filing thresholds once provided, making it increasingly difficult for parties to conclude with confidence that a transaction will not be reviewed in Europe. United States US merger control is in transition. There is a mark - edly different tone at the federal agencies than there was under the Biden administration, when Lina Khan
6 CHAMBERS.COM
Powered by FlippingBook