EU merger control

EU merger control

Notifiable concentration

If a transaction falls within the scope of the EU Mergers Regulation (EUMR), it will need to be notified to the European Commission and be cleared before the transaction can be completed. The Commission will investigate the transaction—if it has competition concerns, it can prohibit the transaction or accept remedies from the parties that address those concerns.

A transaction will fall within the EUMR and require notification to the Commission if:

•
it is a ‘concentration’
•
the transaction is permanent, and
•
it meets the financial thresholds set out in the EUMR

The EUMR defines a ‘concentration’ as follows:

•
where two independent businesses merge
•
the acquisition of control by one (or more) business over another, either
1. ◦
  one business gaining ‘sole control’ over the target business
2. ◦
  two or more businesses gaining ‘joint control’ over the target business
•
where there is a change of control in the acquired business, or
•
where a full-function joint venture is formed (see Practice Note: EU merger rules—joint ventures)

For further information on ‘concentration’ and the financial thresholds, see Practice Notes:

•A ...

To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

TAKE A FREE TRIAL

Latest EU Law News

CRR3—EBA consults on amended disclosure requirements for ESG risks, equity exposures, and aggre...

The European Banking Authority (EBA) has launched a consultation on proposed amended disclosure requirements as part of the updated Pillar 3 framework under Regulation (EU) 2024/1623 of the European Parliament and of the Council amending Regulation (EU) No 575/2013 (CRR3). The consultation addresses environmental, social, and governance (ESG) risks, equity exposures, and aggregate exposure to shadow banking entities. Responses to the consultation are sought by 22 August 2025, and a public hearing is scheduled for 26 June 2025, with registration closing on 24 June 2025.

EU Council and Parliament agree crisis-related compulsory patent licensing framework

The Council and the European Parliament have reached a provisional agreement on the regulation governing compulsory licensing for crisis management purposes. The agreement, aimed at ensuring the availability of critical products within the internal market during emergencies, establishes a framework under which intellectual property rights may be exercised without the authorisation of the rights holders. The measures are designated as a last resort, with priority given to voluntary agreements between patent holders and potential users, and apply only once a crisis or emergency mode is officially activated at the EU level. Notably, the regulation excludes sectors such as gas, chips, and defence products and does not mandate the disclosure of trade secrets. The measures have been formulated in the context of addressing the fragmented national approaches previously in place, and they are designed to safeguard a high level of intellectual property protection while enhancing European crisis preparedness. The next step involves formal endorsement and adoption of the agreement by both the Council and the Parliament.

CRR3—EBA publishes onboarding plan for Pillar 3 data hub implementation

The European Banking Authority (EBA) has published an onboarding plan to implement the Pillar 3 Data Hub, a centralised platform for public disclosures under Regulation (EU) 2024/1623 of the European Parliament and of the Council amending Regulation (EU) 575/2013 (CRR3). The plan outlines the steps for large and other institutions to access and submit their Pillar 3 information using the European Centralised Infrastructure of Data (EUCLID) regulatory reporting platform. The phased approach allows institutions to update their internal processes while continuing their disclosure requirements throughout 2025, with final submissions scheduled for a later stage. Public access to the disclosed information through the Pillar 3 Data Hub is scheduled to commence in December 2025.

European Parliament votes in support of changes to EU CBAM

The European Parliament has endorsed the Commission’s proposal to simplify the EU carbon border adjustment mechanism. MEPs backed a new de minimis mass threshold of 50 tonnes, which would exempt 90% of importers, most of whom are small and medium-sized enterprises and individuals, from the mechanism’s stringent rules. The amendments also clarify and simplify the authorisation process for declarants, the method for calculating emissions, and the management of financial liability, while fortifying anti-abuse measures. These modifications ensure that 99% of CO₂ emissions from imports of iron, steel, aluminum, cement, and fertilisers remain covered, thereby preserving the environmental objectives. Rapporteur Antonio Decaro emphasised the importance of the CBAM in preventing carbon leakage and promoting global climate action, a view reflected in the parliamentary vote of 564 in favour, 20 against, and 12 abstentions.Parliament is now prepared to initiate negotiations with the Council to finalise the legislative framework.