On 8 May 2025, the European Commission launched a public consultation to review the Merger Guidelines. In this episode, our host Jenn Mellott speaks with Daniele Calisti, Head of the Mergers Case Support and Policy Unit at DG Competition, who is leading the consultation process. They are joined by David Foster, Director at Frontier Economics, and fellow antitrust partner Thomas Janssens, to explore what changes may be coming – particularly around efficiencies and innovation.
While much of what the Commission sets out in the papers released alongside the consultation appears to formalise existing practice, some elements go further and are more novel (e.g., the effects on labour market, economic resilience, environmental sustainability, and broader societal impact of mergers). If the promises of the Draghi Report on innovation and growth in Europe are to be given some weight, the new guidelines should provide clear and explicit direction – particularly in articulating how they envisage a more open and flexible approach to parties demonstrating procompetitive efficiencies.
In the podcast, Daniele Calisti highlights two areas where the Commission is particularly keen to receive feedback—drawing on available economic evidence and real-world experience across industries—on how to assess efficiencies. The first is the idea that efficiencies may be more likely to arise when the merging firms’ activities are complementary. The second relates to the challenge of evaluating asymmetries between alleged harm and claimed efficiencies, including differences in how and when they materialise.
For more on the Commission’s evolving thinking you can read our recent blog: Time to catch up: EU reopens the rulebook on mergers and seeks feedback. Please feel free to reach out to your regular Freshfields contacts if you’d like to contribute to the consultation.
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On October 10, 2024 the US Federal Trade Commission (FTC) and the US Department of Justice (DOJ) issued a final rulemaking implementing the most significant update ever to the US HSR merger control filing. While these changes won’t be effective until the end of January 2025 at the earliest, understanding now how tackle new features such as expanded document requirements and new substantive narratives will position companies and dealmakers alike to hit the ground running.
Two years have elapsed since the introduction of new vertical block exemptions and guidelines in the EU and the UK. Since then, the European Commission has imposed the highest record fine on file for unlawful territorial restrictions imposed by a supplier on its resellers, in contravention of EU competition law. On the opposite side of the Atlantic, key developments in the US include increased enforcement of vertical restraints by US antitrust agencies.
Two former CFIUS Chairs discuss Treasury’s recently released draft rules and impending U.S. capital controls.
On 25 April 2024, the UK Competition and Markets Authority (CMA) published a suite of reforms to the way in which it carries out Phase 2 merger investigations. Intended to streamline in-depth reviews, improve opportunities to engage with the CMA throughout the process and incentivise merging parties to put forward remedies at the earliest possible stage, the reforms came into effect immediately.
In January 2024, China implemented significant changes to its merger control thresholds – marking the first revisions in 16 years. Coupled with last year's amendments to the Anti-Monopoly Law, they represent a comprehensive revamp of China’s merger control regime.
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At this year’s Spring Meeting hosted by the American Bar Association Antitrust Law Section in Washington, DC, antitrust and competition enforcers from the EU, UK, and US came together to share the latest in global antitrust enforcement and competition policy, as well as competition agencies’ collaboration, coordination, and goals for the coming year.
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The US FTC and DOJ Antitrust Division recent launch of a process to review the agencies’ merger guidelines comes amid a broader trend of heightened antitrust scrutiny.
In 2022 expansive legislation and aggressive enforcement are clearly a priority for governments and authorities around the world.
Merger control assessments are becoming less predictable. The European Commission has changed its policy towards Member State referrals. The CMA has been flexing its broad jurisdictional thresholds to call in transactions for review. Driven by a desire not to let any transactions fall through the net, there is a key focus on innovative sectors such as tech and life sciences but the uncertainty extends across industries. Parties must be prepared to deal with the difficulties of navigating this increasingly complex environment.
Fintech M&A is booming, but so is regulatory scrutiny. Competition authorities are increasingly bullish to claim jurisdiction over fintech deals and to pursue novel theories of harm. At the same time, the scope of foreign investment regulation has widened due to the pandemic and ongoing trade tensions, adding yet another piece to the regulatory jigsaw puzzle faced by deal-doers. Getting your fintech deal cleared is no longer a given, and even if you get your merger control and foreign investment clearance, there is still a host of other financial regulation that applies before, throughout and after the deal process.
On July 9, 2021, President Biden signed a far-reaching executive order aimed at promoting competition in the American economy.
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In 2021, evolving market conditions, including heightened regulatory risk, emergence of new theories of harm, and the continuing economic impact of COVID-19 could alter transaction dynamics and contribute to more – and more contentious – transaction-related antitrust litigation, both with authorities and between merging parties.
2020 has demonstrated that governments and policymakers are seeking to implement ambitious sustainability goals.
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The EU framework for the screening of FDI is now fully applicable. Jenn Mellott discusses the political background and practical implications of the new framework with Frank Röhling and Amaryllis Müller.
The economic hardship caused by COVID-19 has resulted in an increase in firms in financial distress looking for a path forward through M&A.
The COVID-19 pandemic has resulted in rapid changes to the global foreign direct investment landscape as governments re-evaluate which assets will be critical to national security in the future. Many of these changes are here to stay.
The past few years have seen a renewed interest in vertical merger enforcement in the US.
Three and a half years after the EU referendum, the UK has now left the European Union.
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