INTRODUCTION Contributed by: Jean-François Bellis and Porter Elliott, Van Bael & Bellis
increasingly blurred. Foreign direct investment screen - ing – and, in the EU, foreign subsidies screening in merger cases – now play a central role in transaction planning. While distinct in legal basis, these regimes often operate in parallel, adding layers of complexity and co-ordination challenges. Despite commitments of authorities in various juris - dictions to lower burdens on companies in order to encourage investment and stimulate economic growth, in-house and external counsel seeking quick and efficient deal approval face a more complicated landscape than ever before. This makes having a clear guide such as this one all the more essential. Indeed, the Chambers Merger Control 2026 guide provides answers to all the most pressing questions companies and their lawyers face with every notifiable transac - tion. Where to file For starters, where does the deal need to be filed for approval? This is a crucial question, as there are potentially serious consequences for failing to make a required merger control filing, including the imposi - tion of heavy fines. Unfortunately, it can be tricky to determine where filings are required in a given case. Although an ever-increasing number of countries have some form of merger control law, there remains very little standardisation, with each merger control regime continuing to have its own test to determine which transactions amount to a notifiable event. Some jurisdictions catch only changes in control, while oth - ers also cover certain acquisitions of non-controlling minority stakes. Moreover, every jurisdiction has its own set of filing thresholds based on various factors, such as the par - ties’ revenues, asset value, market share, and the size of the transaction. An increasing number of authorities now also have “call-in” powers. Given this, determin - ing where to file requires a careful country-by-country analysis. As such, each chapter of the 2026 edition of the Chambers Merger Control guide indicates whether that jurisdiction has such powers and whether it has in fact called in below-threshold transactions.
Many countries (virtually every EU member state, as well as dozens of non-EU countries) now have foreign direct investment (FDI) legislation that may require additional filings and approvals. Merging parties also face the possibility of having to make a separate, potentially very onerous filing under the EU Foreign Subsidies Regulation (FSR). The FSR requires, inter alia, notification to and prior approval by the European Commission of certain transactions where one party is established in the EU and the other (typically the acquirer, but also possibly a merging party or joint venture partner) benefits from “financial contributions” meeting certain monetary thresholds. Although neither FDI nor foreign subsidies approval fall within what one traditionally has in mind when speaking of “merger control”, they represent significant additional hurdles increasingly faced by merging companies that should be considered at early stages of deal planning and may delay when closing can occur. Substantive reviews Once it has been determined where merger control filings need to be made, the next question is what the regulatory reviews will entail and what needs to be done in order to obtain approval in each jurisdiction. Again, each merger control regime has its own test for determining whether a given transaction will be approved – while the approach may be broadly similar across jurisdictions, there are nuances in each that are important to understand. For example, is the legal test for assessing mergers based on maintaining effective competition, avoiding the creation or strengthening of a dominant position, or some other standard? Are vertical mergers subject to the same level of scrutiny as horizontal mergers? How are efficiencies considered by the regulator in its assessment? Is the agency’s analysis based purely on competition law principles or are there other (eg, public interest) considerations at play? What kinds of arguments are most likely to be persuasive to each authority, and how does one ensure a consistent approach across jurisdictions given international co- operation between regulators? Timing Of course, another key issue will be how the regulatory process affects timing. After all, there is no such thing
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