Review of the Merger Guidelines

Overview

The Horizontal Merger Guidelines (‘HMG’) and the Non-Horizontal Merger Guidelines (‘NHMG’), 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.

On 8 May 2025, in the context of its review process of the Merger Guidelines, the Commission published two parallel public consultations:

(i) a General Consultation with high-level questions, and

(ii) an In-depth Consultation, with technical questions on 7 relevant topics.

Your can reply to the General Consultation and to the topics relevant for you in the In-depth Consultation  until 3 September 2025.

In addition, the Commission had launched on 25 March 2025 (iii) a call for tender for an economic study on the dynamic effects of mergers. You can submit your proposal here until 20 May 2025 (16:00 Europe/Brussels summer time).

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

1. The General Consultation

In the context of the review of its Horizontal and Non-Horizontal Merger Guidelines, the Commission has, on 8 May 2025 launched a General Consultation.  For more information, please refer to the Have Your Say page.

This public consultation includes high-level questions on how the Commission should assess mergers within the framework of the Merger Regulation and on the principles that should underpin its revised Guidelines.

You can reply to the General Consultation from 8 May 2025 until 3 September 2025 in EU Survey.

2. The In-Depth Consultation

In addition and in parallel to the General Consultation, the Commission has on 8 May also launched an In-depth Consultation, which includes more technical questions primarily for input by stakeholders knowledgeable in merger control. 

This In-depth Consultation covers 7 specific topics that are relevant for the Commission’s merger control assessments. 

For each topic, the Commission has prepared 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, on which we welcome your input. 

The 7 topics and links to the corresponding 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

Please submit your reply in EU Survey only to ensure that your reply is properly considered.

It is not compulsory to reply to all topics. You should reply only on the topics and questions on which you have a sufficient knowledge. 

You can reply to the In-depth Consultation from 8 May 2025 until 3 September 2025 in EU Survey. 

3. The Study

The Commission has on 25 March 2025 launched a call for tender for an economic study on the dynamic effects of mergers.

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.

The Commission invites economic researchers and experienced practitioners to submit their proposals by 20 May 2025 (16:00 Europe/Brussels summer time).

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

4. Next steps

The Merger Guidelines review is a transparent and inclusive initiative aiming at updating the Commission’s competition assessment of mergers. The Call for Evidence elaborates on the objectives and practical details of the initiative, including the Commission’s consultation strategy throughout the entire process. 

The Commission will analyse the responses to the public consultations and publish a summary of the main points and conclusions on the Commission’s ‘Have Your Say’ portal and on DG Competition’s website. The Commission will also publish the contributions in the language in which they were submitted. 

The economic study on the dynamic effects of mergers will also inform the review of the Merger Guidelines.

At a later stage, a stakeholders’ workshop 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). These 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 European Court of Justice.

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 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 Merger Regulation and its 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.