Flint advises international businesses and investors on policy, politics, regulation and competition.
Flint advises international businesses and investors on policy, politics, regulation and competition.
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On 30 April 2026, the European Commission published its draft revised merger guidelines for public consultation. The highly anticipated document, whose final version is expected to be adopted by the end of the year, is the most significant update to EU merger control in more than two decades.
At its core, the draft is the product of two conflicting views: on the one hand, a political view, pushed by Commission President Ursula von der Leyen and EU Member States such as France, that EU merger control should be loosened so as to help create “European champions” better able to scale, innovate and compete in global markets; on the other, a more technocratic view, widely shared within the European Commission’s Directorate-General for Competition (DG COMP), that the EU’s already selective merger control regime has little if anything to do with Europe’s sluggish economy and that scale should not come at the cost of reduced competition. The result is a managed compromise that gives greater weight to scale, innovation, and resilience, and clarifies how merging parties can argue for efficiencies, but preserves the underlying focus on preventing harm to effective competition.
For businesses, the guidelines’ biggest consequence might lie in the political messages it delivers rather than in any radical evolution of the EU’s merger control policy. However, their concrete impact in practice very much remains to be seen once the final guidelines are adopted and implemented.
The draft merger guidelines consolidate the 2004 horizontal and 2008 non-horizontal guidelines into a single text and reframe EU merger control as a tool that should contribute to the EU’s wider competitiveness agenda. They are not new legislation – they explain how the Commission interprets and applies the existing EU Merger Regulation in practice, drawing on case law and decisional practice. Once adopted, the Commission can depart from the guidelines only with justification.
The draft follows extensive consultation and stakeholder engagement, internal Commission review and a commissioned economic study on the dynamic effects of mergers.
The headline points are:
The publication of the guidelines follows an intense political “tug-of-war”. The draft guidelines are the central competition policy element of Commission President Ursula von der Leyen’s promise to deliver a “new approach to competition policy” as part of her broader competitiveness agenda. They follow Mario Draghi’s report on the future of European competitiveness and Enrico Letta’s report ‘Much More Than a Market’, both of which argued that Europe’s regulatory framework – including competition rules – has at times prevented EU firms from reaching the scale needed to compete globally.
That argument has had political traction in strategic sectors including telecoms, defence, energy, technology and industrial manufacturing. Several Member States, most prominently France, have pushed at the highest political level for a looser EU merger regime that would make it easier to consolidate national champions into European ones – the unresolved question left over from the 2019 prohibition of the Siemens/Alstom merger.
DG COMP’s services and Executive Vice-President Teresa Ribera have taken a more cautious line. Their position has been that EU merger rules should be modernised, but ”it is not necessary to relax” them. As Ribera put it when announcing the publication of the draft, the guidelines' “founding purpose remains unchanged: protecting strong, competitive markets without allowing an accumulation of power that can be abused”.
The published draft reflects that compromise. It accepts much of the diagnosis advanced by Draghi and Letta – that scale, innovation and resilience matter more than they did when the 2004 guidelines were written – without retreating from the Commission’s core enforcement role.
Those on the competitiveness side of the debate will welcome several elements of the guidelines, including:
The draft expands the analytical toolkit available to the Commission and formalises a number of theories of harm developed through recent case practice, including:
This gives the Commission more, rather than fewer, explicit grounds to investigate and challenge transactions, even as it gives merging parties clearer ways to argue for benefits.
It is important to remember that this is a draft. The text will now go through public consultation, technical workshops, internal Commission deliberation and political lobbying before it is finalised. The practical impact will depend on how the framework is implemented on a case-by-case basis once adopted. With those caveats, a few implications are already clear from the draft as it stands:
For merging parties more generally, broad claims about competitiveness, scale or resilience will not carry the day. Efficiency arguments will need to be merger-specific, verifiable and supported from the outset, including through internal documents and, where possible, quantification. Early engagement with the Commission on these arguments is encouraged in the draft. Nevertheless, political engagement on broad arguments such as competitiveness and resilience can help shift the needle in the Commission’s thinking.
Our team includes former European Commission officials and regulatory experts with deep expertise in merger control, competition policy, and politics. Combined with our political and policy expertise, this enables us to provide advice grounded in the substance, wider strategic context, and political drivers of decisions.
Please get in touch if you would like to discuss engagement with the Commission on competition policy or related regulatory issues.