New Executive Vice President (EVP) for the Clean, Just and Competitive Transition, Teresa Ribera, began her mandate on 1 December 2024. Her reputed expertise in climate change and energy issues might have an impact on her assessment of sustainability agreements (i.e. competitor collaboration being assessed more flexibly where green results are in play). Potential anti-competitive practices in the digital sector will remain a major concern. The EC, as well as national competition authorities (NCAs), will continue to monitor the use of AI and collusion through algorithms and we expect the EC to adopt the first DMA infringement decisions against designated gatekeepers in 2025.

Compared to higher numbers in previous years (e.g. 2021 with a record 10 cartel decisions), the EC issued only one cartel fine in 2024. Companies should not become complacent, however. Over the course of the year, it became clear that the EC is particularly interested in anti-competitive no-poach and wage fixing agreements in labour markets. In May 2024, the EC published its “Competition policy brief on antitrust in labour markets” confirming its position that such agreements are “by object” infringements of Art.101 TFEU. Whilst there have been no EC decisions on this issue to date, a dawn raid investigating suspected no-poach agreements occurred in November 2024 and we expect several decisions on cases currently in the pipeline to come out in 2025. This topic is also on the radar of the NCAs. In January 2024, the Nordic competition authorities published a joint report on competition and labour markets and the Polish competition authority launched an investigation in July 2024, for collusion on the labour market in the transport sector. Outside the EU, the UK Competition and Markets Authority emphasized the importance of competition in labour markets in its Annual Plan 2024 to 2025. 

Moreover, companies with high market shares will need to watch out that their conduct does not infringe the rules on abuse of dominance. On 1 August 2024, the EC launched a public consultation on draft guidelines on exclusionary abuses of dominance. The draft has prompted controversial discussions and stakeholders will have a further opportunity to voice their opinions at a workshop scheduled for 13 February 2025. We expect the final guidelines to be issued in 2025 and we hope they will provide increased legal certainty and predictability for businesses.

It has become clear that the regulatory challenges facing M&A deals are increasingly complex, and companies must navigate multiple layers of regulatory requirements. Whilst the landmark judgment in Illumina/ GRAIL led the EC to withdraw its new Art.22 referral policy, it has encouraged NCAs to introduce call-in powers to capture below-threshold mergers, which might lead to additional uncertainty for companies in terms of notification requirements and corresponding timing. It also remains to be seen how EVP Ribera will address the calls for modernising EU merger control to let European companies scale up, consolidate and become “European champions” to better compete on the global stage.

Apart from traditional merger control, the regulations on foreign direct investment (FDI) and the FSR are here to stay. The FSR became fully applicable in October 2023 and in September 2024, the EC adopted the first Phase II FSR merger decision. It is encouraging that the EC was willing to accept behavioural remedies in this case. Once the full text decision becomes available in 2025, it is anticipated it will provide additional guidance on the application and interpretation of the FSR. 

By 31 March 2024, 24 EU Member States either had a national FDI screening mechanism in place or had adopted a new national FDI screening mechanism. Only Croatia, Cyprus and Greece were still conducting the consultative or legislative procedure for its adoption. The EC is currently planning to finalise its revised EU FDI screening regulation in 2025 to ensure better alignment of national screening regimes.

With all this in mind, businesses need to identify potential roadblocks and consider possible fixes early in the process to avoid losing out to less ‘risky’ bidders, facing problems in securing financing and ultimately seeing deals blocked. 

In the mission letter for EVP Ribera, EC President Ursula von der Leyen tasked her with developing a “new State aid framework to accelerate the roll-out of renewable energy, to deploy industrial decarbonisation and to ensure sufficient manufacturing capacity of clean tech”. This could provide interesting opportunities for companies that intend to invest in renewable energy projects. In her first speech in her new position, at the annual CRA Brussels conference on 10 December 2024, EVP Ribera emphasised that such a new framework is aimed at providing incentives for companies to invest in clean energy and decarbonisation so it will be worth watching out for new funding programmes – the idea being that for real change to come, investment from private and public sources is required.