Review of the Merger Guidelines

Overview

The Horizontal Merger Guidelines and the Non-Horizontal Merger Guidelines, together the ‘Merger Guidelines’, respectively published in 2004 and 2008, provide guidance on the Commission’s practice when assessing the impact of mergers on competition within the legal framework of the EU Merger Regulation.

Since the introduction of both sets of guidelines, there have been several transformational changes in the economy, ranging from digitalisation and globalisation to decarbonisation, which can impact competitive dynamics in many markets. Many of those changes already surfaced in the enforcement practice of the Commission. After about 20 years, the current review of these guidelines will serve to update the assessment framework for mergers in light of these changes and new market realities, and also enable us to reflect the case practice and the case law of the Court of Justice of the European Union.

The aim is to provide a comprehensive, predictable, and lasting framework. The revised guidance should offer a refreshed yet legally and economically sound, predictable, and evidence-based analytical framework, for all types of mergers and all economic sectors. The primary mission of EU merger control will remain the same: preserving a vibrant and competitive internal market which drives companies to offer to their customers and consumers innovative, affordable, and high-quality products.

Between 8 May 2025 and 3 September 2025, the Commission carried out two parallel public consultations:

• A General Consultation including high-level questions on how the Commission should assess mergers within the framework of the EU Merger Regulation and on the principles that should underpin its revised Guidelines, and
• An In-depth Consultation with technical questions on seven key topics of the review. 

In addition, the Commission commissioned an economic study on the dynamic effects of mergers. 

More information on each of these aspects of the process can be found below.

1. The General Consultation

Between 8 May 2025 and 3 September 2025, the Commission carried out a General Consultation. For more information, please refer to the Have Your Say page.

Download the contributions to this consultation and a high-level summary.

2. The In-Depth Consultation

In parallel, the Commission also carried out an In-depth Consultation with technical questions on seven key topics of the review. 

For each topic, the Commission published seven focused papers, elaborating on a wide range of current challenges and on the legal and economic parameters used in its merger control assessment. The papers provide (i) technical background to help understand the context in which the Commission is seeking feedback, and (ii) a number of topic-related technical questions. The seven papers can be found here:

• Topic A: Competitiveness and resilience
• Topic B: Assessing market power using structural features and other market indicators
• Topic C: Innovation and other dynamic elements in merger control
• Topic D: Sustainability and clean technologies
• Topic E: Digitalisation
• Topic F: Efficiencies
• Topic G: Public policy, security and labour market considerations

The contributions to this consultation may be found below:

• Contributions to In-Depth Consultation
• Annexes to contributions to In-depth Consultation

The key opinion trends will be debated during the interactive technical stakeholder workshops (see below for more information). In preparation of these workshops, DG Competition published a written overview of the main trends emerging from the public consultations in the Stakeholder Workshops webpage.

3. The Study

The Commission has commissioned an economic study on the dynamic effects of mergers which will inform the review of the Merger Guidelines.

Dynamic merger effects are linked to firms’ forward-looking behaviours, particularly their ability and incentive to invest and innovate, as well as to enter or exit a market in the mid-to-long term.

The study aims to provide analytical foundations to assess whether a merger has a positive or negative impact on these dynamic factors, and how they trade off against static factors—such as changes in prices or output.

The study will consist of a comprehensive assessment of dynamic merger effects in four parts: 

• Part 1: An interdisciplinary synopsis assessing relevant facts, figures, and economic theories related to innovation and investment competition, integrating insights from industrial economics, financial economics, macroeconomics, and business literature. It should relate results from different disciplines to each other and distil the implications for the specific context of merger control.
• Part 2: A conceptual analysis identifying the conditions under which mergers may yield dynamic benefits or harms, detailing the economic mechanisms, criteria for measurement, and offering insights into how balancing opposing effects.
• Part 3: An applied examination using case examples to demonstrate the practical relevance of these factors.
• Part 4: An evaluation of the likelihood of the relevant mechanisms in practice, identifying bottlenecks to investment and innovation, and suggesting how EU merger control could help to address these challenges.

For more information, check DG Competition’s dedicated subpage for tenders.

4. Stakeholder Workshops

In the context of the review of the Merger Guidelines, as a follow-up to the public consultations, DG Competition is organizing two interactive technical stakeholder workshops on key aspects of the review of the Merger Guidelines. The aim of the workshops is to gather views on these important topics and discuss how they could be incorporated in the Merger Guidelines.

The workshops will take place on 4 December 2025 and 20 January 2026, respectively. During the workshops, the key opinion trends emerging from the public consultations will be debated. More information about the workshops, including registration details for interested participants and a written overview of the key opinion trends, are available on the Stakeholder Workshops webpage.

5. Conference: Shaping the Future of EU Merger Control

DG Competition is hosting a conference to discuss key aspects of the ongoing review of the Merger Guidelines. This event will bring together leading experts and stakeholders to explore the latest developments and challenges in EU merger control.

The conference will inform the review of the Merger Guidelines, ensuring that the EU’s merger control framework remains effective and fit for purpose in the context of evolving market realities. The event will feature a distinguished lineup of speakers, including prominent competition law and policy experts.

The conference will be closed by Executive Vice-President Teresa Ribera.

Event Details:

• Date: 5 March 2026
• Time: 09:00 - 18:00
• Location: Brussels (in-person attendance only)

6. Next steps

The Merger Guidelines review is a transparent and inclusive initiative aiming at updating the Commission’s competition assessment of mergers. 

As described above, stakeholders’ workshops and a high-level conference will be organised and stakeholders will have later on the possibility to provide their views on a draft of the revised Merger Guidelines that the Commission will publish on its website for comments.

The results of the stakeholder engagement will feed into the ongoing review of the EU merger guidelines. More generally, the Commission will continue engaging with both citizens and businesses before finalising its review process.

Background to this initiative

The main objective of the merger control system is to preserve a vibrant and competitive internal market, with dynamic competition. It allows companies to gain scale, to innovate, to invest, and to offer better products. At the same time, merger control prevents the accumulation of market power in the hands of one or a small number of companies, which can harm consumers and businesses, and damage the EU’s productivity and economic growth.

The legal basis for EU merger control is the EU Merger Regulation. In assessing proposed mergers, the Commission considers whether they can be expected to significantly impede effective competition in the EU. If they do not, they are approved unconditionally. If they do, the merging companies may offer remedies, i.e., propose certain modifications to the deal that would guarantee continued competition on the market. If no adequate remedies to the competition concerns have been proposed by the merging parties, the Commission may prohibit the transaction to prevent harmful effects on businesses and consumers in terms of higher prices, lower quality or a more limited choice of goods or services

Mergers that may impact competition can involve companies that are actual or potential competitors on the same market (horizontal mergers) or instead firms that are active on different levels of the supply chain or in neighbouring markets (non-horizontal mergers). To provide guidance on how it assesses these different types of mergers under the EU Merger Regulation and their compatibility with the internal market, the Commission issued guidelines: the Horizontal Merger Guidelines (published in 2004) and the Non-Horizontal Merger Guidelines (published in 2008). The Merger Guidelines reflected, at the time of publication, the principles underpinning the Commission’s evolving experience appraising horizontal and non-horizontal mergers under the EU Merger Regulation (that of 1989 as well as 2004) as well as the case law of the Court of Justice of the European Union.

Over the last more than 20 years since the 2004 EU Merger Regulation and its accompanying guidelines, there have been significant market trends and geopolitical developments that have led to transformational shifts in many markets, putting the existing merger control framework to the test. Like all competition tools, EU merger control needs to remain sharp and up to date. 

While the objective of merger control, in accordance with the EU Merger Regulation, remains valid and unchanged—ensuring mergers do not distort competition in the internal market—the Commission’s assessment of mergers under the EU Merger Regulation has evolved to capture those new realities and protect competition within them. There has also been case law of the Court of Justice which has informed the Commission’s interpretation of the EU Merger Regulation and the Merger Guidelines. 

In light of these factors, which apply equally to both the Horizontal and Non-Horizontal Merger Guidelines, the Commission is proposing to adapt both sets of guidelines in a holistic exercise.

Contact

If you have any general questions on the review process, please contact comp-mg-reviewec [dot] europa [dot] eu (COMP-MG-REVIEW[at]ec[dot]europa[dot]eu)

If you have any questions related to the Economic Study, please contact COMP-MERGER-STUDYec [dot] europa [dot] eu (COMP-MERGER-STUDY[at]ec[dot]europa[dot]eu)