The European Commission has opened a public consultation on draft merger guidelines, setting out a revised framework for how it intends to assess mergers, acquisitions and certain joint ventures under EU competition rules.
The consultation, launched on 30 April, concerns a single new set of guidelines intended to replace the existing horizontal and non-horizontal merger guidance, which dates from 2004 and 2008 respectively. Stakeholders have until 26 June 2026 to submit comments before the final text is prepared.
The review is significant because merger control sits at the centre of a wider debate over European competitiveness, market concentration, innovation and the scale of companies operating in the single market. The draft does not change the EU Merger Regulation itself, but it sets out how the Commission proposes to interpret and apply the law when examining whether a transaction may significantly impede effective competition.
The draft guidelines consolidate the Commission’s approach to both horizontal mergers, involving competitors, and non-horizontal mergers, involving companies active at different levels of a supply chain or in neighbouring markets. The aim is to provide a single analytical framework for companies, advisers, courts and national competition authorities.
The proposed text places greater emphasis on market realities that have become more prominent since the current guidance was adopted. These include digitalisation, innovation cycles, data-driven markets, sustainability, resilience, supply-chain risks and the role of investment. It also seeks to clarify how the Commission may assess scale and competitiveness, while maintaining the central test of whether a merger would harm effective competition.
That balance is politically sensitive. Several sectors, including telecoms, banking and parts of European industry, have argued that companies need greater room to consolidate in order to invest, compete globally and develop cross-border scale. Others have warned that looser merger control could reduce competition, increase prices, limit choice or entrench dominant positions.
The draft therefore attempts to draw a distinction between mergers that may create efficiencies or strengthen a company’s ability to invest, and mergers that may increase market power to the detriment of customers, suppliers or competitors. It indicates that parties may put forward arguments relating to innovation, sustainability, resilience and investment, but those arguments must be supported by evidence and assessed within the competition framework.
For digital markets, the revised approach is likely to be closely watched. The Commission has faced growing scrutiny over acquisitions of start-ups, data-rich companies and innovative firms whose competitive significance may not be fully captured by current turnover or market-share indicators. The draft guidance includes discussion of innovation competition and potential competition, both of which are increasingly relevant in technology and platform markets.
The consultation also comes at a time when EU competition policy is being viewed through a broader industrial-policy lens. The Commission’s political leadership has placed competitiveness, economic security and strategic capacity high on the agenda, while the EU continues to face pressure from US and Chinese industrial scale. The merger-guidelines review is one of the areas where those priorities intersect with long-standing competition principles.
The Commission’s public consultation page states that contributions will inform the final guidelines. Once adopted, the new framework will guide future merger assessments, although individual decisions will continue to depend on the facts of each case and the evidence submitted by the parties and third parties.
For businesses, the immediate consequence is procedural rather than legal. Companies considering transactions in concentrated, digital, infrastructure, energy, telecoms, financial or industrial markets will need to assess how the draft language may affect the arguments they make in notification and pre-notification discussions.
The revision may also influence how national authorities and courts approach merger analysis, particularly where cases involve innovation, future competition, cross-border consolidation or resilience claims. However, the final impact will depend on the wording adopted after consultation and on how the Commission applies the guidance in live cases.
The consultation marks the most substantial update of EU merger-control guidance in more than two decades. Its practical importance lies not in any immediate relaxation or tightening of the rules, but in the way it may reshape the evidence companies need to provide, the theories of harm the Commission may pursue, and the wider economic factors that may be considered in merger reviews.
