On 30 April 2026, the European Commission published its draft new merger control guidelines, which are open for consultation until 26 June. As the most ambitious overhaul of competition law in twenty years, it will likely amount to more of an evolution — albeit an important one — than a revolution.
Why revise the guidelines?
The merger control guidelines set out the framework within which the Commission’s Directorate-General for Competition analyses concentrations subject to its prior review. In practice, they bind the Commission and guide national competition authorities.
The guidelines are an instrument of “soft law”. They are adopted by the Commission, without the Parliament or the Council, following extensive consultations. The draft guidelines proposed last week revise and replace two texts dating from 2004, on horizontal mergers, and 2008, on so-called non-horizontal mergers.
The call for reform is often traced back to the prohibition of the Alstom/Siemens merger in 2019. In response to that casus belli, Paris and Berlin argued for more flexible rules and greater consideration of global competition; others warned against the politicisation of competition law.
These divisions did not begin in 2019, and they have not disappeared. But the pandemic, the war in Ukraine, and economic competition from China and the United States have since heightened the sense of urgency around Europe’s economic decline. The Draghi report laid the foundations for the revision now being pursued by the current Commission.
Evolution or revolution?
Some will welcome a new European language that is more favourable to consolidation. Mergers and acquisitions that allow companies to reach the critical scale needed to invest and compete are recognised as having potential benefits for the internal market.
The draft guidelines introduce a broader approach, less focused on prices; a more dynamic approach, centred on “competitive potential”; and greater attention to innovation and efficiency gains generated by mergers. The benefits of a transaction for consumers are expanded to include new criteria such as resilience and environmental sustainability.
But the reform is not one-way. The Commission is also updating its toolkit to intervene in new areas: portfolio effects, involving the combination of complementary product ranges; labour markets, including the risk of monopsony; access to private data, including the entrenchment of dominant positions, particularly in digital markets; and algorithmic collusion, involving automated coordination through pricing tools, are all addressed in the draft guidelines.
Political support for the creation of European champions will not lead to blank cheques from the Commission. The fundamental objectives of competition law are not changing in any fundamental way.
What next?
The Commission is certainly opening up new avenues for companies to demonstrate that a transaction ultimately benefits the internal market, but only well-supported cases will succeed. More fundamentally, the text reflects an attempt to give concrete effect to the Draghi and Letta reports without abandoning the protection of consumers and free competition. Its impact will be determined by decisional practice in the coming years. The final text is expected to be adopted by the end of 2026.
Last week, the European Commission unveiled its draft new merger control guidelines, which are open for consultation until 26 June. The first major overhaul of competition law in twenty years, the text paves the way for an approach more favourable to European industrial consolidation, while expanding the Commission’s toolkit into new areas.