Overview
On May 26, 2026, France adopted a significant reform of its merger control regime by substantially increasing the turnover thresholds that trigger mandatory notification to the French Competition Authority (the FCA).
The key takeaways from this reform are as follows:
- The new thresholds are introduced by Article 24 of Law No. 2026-403 of May 26, 2026 on the simplification of economic life, published in the Official Journal on May 27, 2026. They will enter into force on September 1, 2026 and will apply to all transactions notified to the FCA from that date.
- The reform is expected to reduce the regulatory burden associated with a number of mid-sized transactions that would previously have required clearance in France.
- While the reform will remove a significant number of transactions from the scope of mandatory merger control, companies should not assume that below-threshold deals are entirely beyond scrutiny. Such transactions may still be subject to ex-post review under the principles established by the Court of Justice of the European Union in the Towercast case law. In addition, the FCA continues to advocate for the introduction of a targeted call-in power that would allow it to review certain non-notifiable transactions, raising potential competition concerns.
- Companies contemplating acquisitions in France should reassess their merger control filing obligations in light of the new thresholds, while remaining mindful of the evolving tools available to competition authorities to review below-threshold transactions.
In Depth
Background to the reform
The reform updates merger control thresholds that had remained unchanged for more than two decades despite nearly 40% cumulative inflation and a 65% increase in French nominal GDP over the same period, resulting in a growing disconnect between the existing thresholds and economic reality.
As a consequence, an increasing number of transactions have become subject to mandatory notification, even where they raise limited competition concerns. According to the FCA, the number of notified transactions increased by 59% between 2010 and 2025.
This trend is reflected in the FCA’s merger control activity in recent years. While the number of transactions reviewed has continued to increase, the vast majority have been cleared without commitments and no transaction has been prohibited.
| Year | Transactions reviewed | Clearances with commitments | Prohibitions / Phase II |
|---|---|---|---|
| 2023 | 266 transactions | 4 clearances with commitments (1.5% of the total FCA decisions) | No prohibition 2 Phase II investigations |
| 2024 | 295 transactions | 8 clearances with commitments (3%) |
No prohibition No Phase II investigation opened |
| 2025 | 328 transactions (record) | 4 clearances with commitments (1%) | No prohibition No Phase II investigation opened |
The FCA itself acknowledges that ‘most mergers do not raise concerns and are subject to a simplified procedure that lasts approximately three weeks (around 70% of cases). The remaining cases are generally handled in less than five weeks (Phase I/simple review). Only in a very small number of cases (complex transactions or identified risks of serious harm to competition) does the Authority conduct a more in-depth review (Phase II/in-depth examination)’.
Against this backdrop, the reform seeks to recalibrate the notification regime by reducing the administrative burden associated with transactions that are unlikely to affect competition, while allowing the FCA to focus its resources on transactions that present the most significant competitive concerns.
Applicable new thresholds
From September 1, 2026, a concentration falling within the general French merger control regime will be subject to mandatory notification where the following cumulative conditions are met:
- The combined worldwide turnover (excluding taxes) of all undertakings concerned exceeds €250 million
- At least two undertakings concerned each achieve turnover in France (excluding taxes) exceeding €80 million; and
- The transaction does not fall within the jurisdiction of the European Commission under the EU Merger Regulation.
The specific thresholds applicable to transactions relating to the retail sector will also be increased. From September 1, 2026, such transactions will be subject to mandatory notification where the following cumulative conditions are met:
- The combined worldwide turnover (excluding taxes) of all undertakings concerned exceeds €100 million
- At least two undertakings concerned each achieve turnover in France in the retail sector (excluding taxes) exceeding €20 million; and
- The transaction does not fall within the jurisdiction of the European Commission under the EU Merger Regulation.
The increase is particularly noteworthy for the retail sector, which has been a major focus of the FCA’s merger control activity in recent years. In 2025, food retail transactions accounted for nearly half of all merger control decisions adopted by the FCA, which reviewed more than 600 store acquisitions arising from transactions such as Auchan/Casino (25-DCC-65), Lidl/Auchan (25-DCC-214), Carrefour/Cora-Match (25-DCC-56) and Marcel&Fils/Bio&Co (25-DCC-222).
By contrast, the merger control thresholds applicable to transactions affecting French overseas departments and communities remain unchanged. The FCA considered that maintaining the existing thresholds was justified by the specific competitive dynamics of those territories, where market concentration concerns and cost-of-living issues continue to warrant closer scrutiny.
Summary table
| Thresholds | Relevant turnover | Current thresholds | Thresholds applicable from September 1, 2026 |
|---|---|---|---|
| General thresholds | |||
| Combined worldwide turnover | €150 million | €250 million | |
| Turnover achieved in France by at least two undertakings | €50 million each | €80 million each | |
| Retail sector thresholds | |||
| Combined worldwide turnover | €75 million | €100 million | |
| Turnover achieved in France by at least two undertakings | €15 million each | €20 million each |
No ‘safe harbor’ for below-threshold transactions
While the increase in the notification thresholds will reduce filing obligations for a number of mid-sized transactions, it should not be interpreted as creating a safe harbor for transactions falling below the French merger control thresholds.
Following the Court of Justice of the European Union’s judgment in Towercast, acquisitions that do not meet either the French or EU merger control thresholds may nevertheless be subject to ex-post review under the prohibition of abuses of a dominant position. The FCA recently relied on this approach in its Doctolib decision (No. 25-D-06, 6 November 2025), where it sanctioned Doctolib’s acquisition of MonDocteur – a transaction that was not notifiable under merger control rules – on the grounds that it allegedly enabled Doctolib to eliminate a significant competitive constraint and strengthen its dominant position. The FCA also considered, in its Équarrissage decision (No. 24-D-05, 2 May 2024), whether a non-notifiable acquisition could be assessed under the rules prohibiting anticompetitive agreements, but finally closed the case without any fine.
In parallel, the FCA continues to advocate for the introduction of a targeted call-in power that would enable it to review certain potentially problematic transactions falling below the revised notification thresholds. In its press release of 16 April 2026, the FCA confirmed that work on such a mechanism remains ongoing and indicated that any future regime should strike an appropriate balance between effective enforcement and legal certainty. However, Law No. 2026-403 of 26 May 2026 on the simplification of economic life ultimately did not introduce such a power.
What this means in practice
The reform is a welcome simplification for businesses. By increasing the notification thresholds, it will remove a number of mid-sized transactions from the scope of mandatory merger control, thereby reducing filing costs, administrative burdens and, in some cases, transaction timelines.
However, the reform should not be interpreted as a relaxation of merger control enforcement. The FCA has made clear that the objective is not to reduce scrutiny, but rather to concentrate its resources on transactions presenting the greatest competitive risks, including acquisitions by dominant firms, so-called ‘predatory’ acquisitions, and transactions referred by the European Commission.
Companies should therefore not assume that below-threshold transactions are free from competition law risk. Transactions involving significant competitors, high market shares, concentrated markets or strategically important targets may still attract scrutiny under the Towercast doctrine and could, in the future, fall within the scope of a targeted call-in power, should such a mechanism be introduced.
*Trainee Paul Bacon also contributed to this article