Planning transactions is getting more demanding: companies must now navigate merger control as well as the FDI and FSR regimes – often in parallel and across multiple jurisdictions. 

Competition authorities are keen to scrutinise below-threshold mergers (see our briefing here). On the one hand, they can rely on the ECJ’s Towercast case law to investigate non-notifiable transactions ex-post under abuse of dominance rules (Article 102 TFEU). France has already imposed a fine for a below-threshold “killer acquisition”. 

On the other hand, several Member States are introducing or using call-in powers to require notification of sub‑threshold mergers: Ireland (in force since September 2023), Denmark (in force since July 2024), Bulgaria (adopted October/November 2025), and the Netherlands (legislative proposal under debate). The topic has reached the court system where the ECJ is currently reviewing a challenge to the EC’s acceptance of a referral based on Italian call-in powers. This development makes transaction outcomes less certain and opens the door to regulatory action even after deal completion.

In 2025, the EC carried out a general and an in-depth public consultation on new EU merger guidelines. Competition Commissioner Ribera has emphasised that merger policy should be modernized to align with EU strategic goals including competitiveness, innovation and resilience. Furthermore, the EC seems to be more willing to acknowledge benefits of scaled up EU companies in the current global context. We expect the EC to publish a draft of the revised merger guidelines in Spring 2026 – although the timeline may slip. 

A legislative review of the FSR is ongoing and the EC is required to publish the final FSR guidelines by mid-January 2026. The guidelines clarify how the EC will assess distortions, apply the balancing test, and exercise call-in powers for otherwise non-notifiable M&A transactions and tenders. 

Enforcement activity has been more intense than anticipated: the EC created DG COMP’s Directorate K to handle M&A cases under the FSR and set up a dedicated DG GROW unit for public procurement in May 2025 to better handle case volume. Other highlights include a second dawn raid under the EC’s ex officio FSR powers, two new in-depth investigations of suspected foreign subsidies in public procurement and a second phase II clearance decision with commitments in the merger area. 

A revision of the EU FDI screening Regulation is imminent. As opposed to merger control where companies can benefit from a one-stop shop at the EU level, they face challenges with FDI because national procedures run in parallel. All Member States now have FDI regimes. On 11 December 2025, the EU institutions reached a political agreement on the new rules, which would introduce a mandatory minimum scope and harmonized cooperation. We expect a revised Regulation to be adopted in Q2 of 2026 with application following 18 months later. While this would lead to a more consistent pan-EU approach and better coordination, the mandatory minimum scope would still allow Member States to subject further sensitive sectors to filing obligations. 

2025 marked the EC’s first resale price maintenance (RPM) decision since the publication of the new Vertical Block Exemption Regulation in 2022 (VBER), with fines imposed on three major fashion brands. National competition authorities, including those in Germany, Poland and Hungary, followed suit. The message is clear: setting minimum resale prices carries considerable risk and is on the enforcement radar. 

The EC recently opened a formal investigation into exclusionary distribution practices by a soft drink manufacturer – a novel approach that signals vertical restrictions can trigger abuse of dominance investigations. Updated Article 102 TFEU guidelines are expected in 2026. National competition authorities are also reviewing category management agreements, where a distributor entrusts a supplier with the management of an entire product category. These arrangements can raise competition concerns if they exclude rivals, as seen in Belgium, where the authority imposed a fine in the pharma sector. 

Finally, territorial supply constraints (TSCs), which prevent retailers from sourcing cheaper goods cross-border, are receiving heightened attention amid rising food prices. The EC published a single market strategy in May 2025 designating these practices as harmful and the Council published a call for action in September 2025 demanding the end of unjustified TSCs. Meanwhile, the Dutch Competition Authority (ACM) has launched a market investigation into food prices. 

Artificial intelligence is no longer just a buzzword in competition law – it’s becoming an enforcement priority. Authorities are looking into algorithmic pricing tools as potential collusion enablers. Until now, the EC has only addressed these practices in its horizontal guidelines, but a senior competition official recently confirmed that multiple algorithmic pricing cases are underway. 2026 will likely be the year for real enforcement.

In parallel, dawn raids remain a highly effective investigation tool, but the scope of the EC’s powers is always a contentious issue and 2025 saw several court cases testing their limits. AI is now an accepted part of the EC’s toolbox; a recent General Court judgment validated the EC’s use of AI-based analysis of public statements and earnings calls to uncover collusion through signalling. 

Cloud storage solutions add another layer of complexity. Companies are storing increasing volumes of data outside the EU, but the General Court has confirmed that inspectors can access EU-related data during FSR dawn raids, even when it is hosted abroad. The ECJ is also considering whether an authority needs prior judicial authorisation when seizing emails containing personal data during competition dawn raids, with a judgment expected in 2026.