EU Law and Practice Contributed by: Porter Elliott, Catherine Gordley and Niharika Parshurampuria, Van Bael & Bellis
1. Legislation and Enforcing Authorities 1.1 Merger Control Legislation
The Horizontal Merger Guidelines were pub - lished in 2004 and the Non-Horizontal Merger Guidelines were published in 2008. These guidelines explain the Commission’s practice when assessing the impact of proposed con - centrations on competition and their compat - ibility with the EU internal market. Following a mandate from Commission President Ursula von der Leyen, informed by a well-publicised com - missioned report from former president of the European Central Bank Mario Draghi (see 4.6 Non-Competition Issues ), the Commission is currently reviewing these guidelines. The Com - mission launched two parallel public consulta - tions on 8 May 2025, with a deadline of 3 Sep - tember 2025 to respond. 1.2 Legislation Relating to Particular Sectors There is no separate legislation for foreign trans - actions, nor sector-specific legislation. 1.3 Enforcement Authorities The Commission has exclusive jurisdiction with - in the European Economic Area (EEA) to review concentrations with an EU dimension (ie, those satisfying the EU thresholds). The EEA consists of the 27 EU member states plus three European Free Trade Association (EFTA) countries: Iceland, Liechtenstein and Norway. The Directorate General for Competition (“DG Comp”), under the leadership of the current Competition Commissioner Teresa Ribera, administers the merger control process. The Commission operates according to a “one- stop shop” principle. Concentrations with an EU dimension must be notified to the Commis - sion and need not be notified to any of the EEA national competition authorities (NCAs), even if national notification thresholds are met. NCAs
Council Regulation 139/2004 on the control of concentrations between undertakings (the “EU Merger Regulation” or EUMR) provides the regulatory framework for the assessment of all ”concentrations” (including mergers, acquisi - tions and certain joint ventures) that have an “EU dimension” (ie, that meet the turnover-based thresholds of the EUMR – see 2.5 Jurisdictional Thresholds ). Commission Implementing Regulation 2023/914 (the “Implementing Regulation”) lays out the deadlines and other procedural aspects of the review process, and provides the notification forms. The European Commission (the “Commission”) has published additional notices, guidelines and best practice documents, available on its web - site, examples of which are listed below. Additional jurisdictional and procedural guid - ance includes: • the Consolidated Jurisdictional Notice; • the Notice on Simplified Procedure; • the Notice on Case Referrals and Guidance on the Application of Article 22 EUMR (see 2.1 Notification ); and • the Notice on Access to File. Additional substantive guidance includes: • the Notice on the Definition of the Relevant Market; • the Horizontal Merger Guidelines; • the Non-Horizontal Merger Guidelines; and • the Remedies Notice.
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