Summary of Update:

On 12 August 2025, the EC launched a public consultation and call for evidence on its review of the FSR. The EC's review report will focus on:

• the assessment of foreign subsidies that distort the internal market;
• the application of the balancing test;
• the review of foreign subsidies with a possible distortive effect in the internal market on the EC's own initiative;
• the notification thresholds; and
• the level of complexity of the FSR rules and the costs incurred by businesses.

The deadline for submissions was 18 November 2025, and the EC's first review report is due in July 2026.

The EC's public consultation and call for evidence page can be found here.

Why it matters / Key takeaways:

The consultation on the FSR gives companies a valuable opportunity to provide feedback on how the FSR is working in practice and reflect that the EC is willing to examine the implications that the FSR process has had on businesses.

Summary of Update:

The EC's public consultation on the review of the EU Merger Guidelines (Horizontal and Non-Horizontal), which ran from 8 May to 3 September 2025, has closed. The review aims to modernise the analytical framework under the EU Merger Regulation ("EUMR") to reflect significant economic and legal developments since the introduction of the guidelines in 2004 and 2008.

The consultation was organised in two parts. The general consultation invited stakeholders to provide high-level views on the principles that should guide the EC's review of mergers under the EUMR. Meanwhile, the in-depth consultation focused on technical questions across seven key topics and how these should be incorporated into merger assessments: competitiveness and resilience, market power, innovation, decarbonisation, digitalisation, efficiencies, and security and labour.

As a follow-up to the consultation, the EC is organising two interactive technical stakeholder workshops to gather further views on key aspects of the review and discuss how they could be incorporated into the draft guidelines. The first workshop, "Scale, Competitiveness and Efficiencies," will take place on 4 December 2025 in Brussels and will cover issues such as scaling in the internal market, balancing scale and market power and assessing efficiencies. The second workshop, "Innovation, Investment, Sustainability, Labour and Democracy," is scheduled for 20 January 2026 and will address topics including mergers and innovation, sustainability in merger control, labour impacts and media plurality.

The EC will now analyse the feedback received and publish draft revised guidelines for further consultation before adopting the final version.

The consultation page can be found here.

Why it matters / Key takeaways:

This review signals a potential shift in EU merger control towards a more dynamic and holistic approach, considering factors beyond price, such as innovation and sustainability. Companies should anticipate updated guidance that may affect transaction planning and clearance strategies. However, the review also suggests that the EC is considering being more stringent in certain respects, for example introducing a presumption of competitive harm based on market shares. 

Recent cases involving Just Eat Takeaway.com ("JET"), Mediterranean Shipping Company ("MSC"), and Deutsche Post highlight increased scrutiny by the EC and European national regulators of minority shareholdings in rivals where competition concerns arise.

In the JET case, the EC was concerned that Naspers' acquisition of JET, together with its 27.4% non-controlling minority stake (held via its subsidiary Prosus) in rival online food delivery firm Delivery Hero, could reduce competition and encourage coordination. The merger was conditionally cleared after Naspers offered: (i) to significantly reduce its shareholding below an undisclosed, specified very low percentage and (ii) for a specified period, not to exercise voting rights linked to its remaining stake, make certain board appointments, or to increase shareholding beyond a maximum level.

In the MSC case, to avoid possible penalties being imposed following an antitrust investigation by the Italian competition authority, container shipping firm MSC agreed to fully divest its 49% stake in ferry operator Moby, which it had acquired as part of a financing deal. MSC also agreed to find an alternate creditor or write off Moby's debt, and to compensate affected passengers.

In Germany, Deutsche Post was required by the Federal Cartel Office to sell its 26% stake in a mail consolidation joint venture with investment company Max Venture to address antitrust concerns.

Why it matters / Key takeaways:

These cases demonstrate that authorities are prepared to intervene in minority investments where competition issues are identified. That being said, such investigations still remain relatively rare.

Summary of Update:

While unlawful information exchange has consistently been enforced by the EC, recent investigative practices have expanded to include the use of sophisticated AI tools to qualitatively review hundreds of public statements for evidence of potential anticompetitive conduct. This may be indicative of a broader approach to enforcement by the EC and other regulators.

In the recent Michelin case, the European General Court clarified that even public statements in public earning calls, if used to reduce market uncertainty, can attract antitrust scrutiny.

A central issue in Michelin was whether the public communication provided competitors with advance notice and an opportunity to coordinate. Notably, the timing of the announcements appeared to have limited practical value for customers, but clear strategic value for competitors.

For further analysis of the judgment, please refer to our blog post available here.

Why it matters / Key takeaways:

Given this increased focus and monitoring of public statements, investors should carefully review, and where appropriate seek antitrust advice regarding, public communications to ensure they do not inadvertently enable coordination. 

Summary of Update:

The proposed merger between UniCredit and Banco BMP has brought back into focus the tension between the EUMR and EU FDI regimes.

Both banks are European and active in corporate and retail banking services, and provide insurance and asset management services, with significant operations in Italy. The EC cleared the deal in June 2025, subject to divestments addressing competition concerns in the deposit and loan market in certain problematic areas across Italy.

Prior to this, in April 2025, the Italian FDI authority invoked its special "golden power" laws – typically reserved for national security concerns – to impose clearance conditions, including a five-year freeze on UniCredit's loan-to-deposit ratio and retention of its group-wide project finance portfolio.

Subsequently, in July, the EC issued a warning to the Italian government, provisionally finding that it may have breached Article 21(4) of the EUMR. Article 21(4) EUMR permits Member States to take appropriate measures to protect their legitimate interests, subject to compatibility with EU law.

These golden power clearance conditions were, in any event, annulled following a local Italian court ruling. The effect of the conditions was found to unduly constrain UniCredit's commercial strategies and risk policies absent any specific national security threats being identified as justification.

Why it matters / Key takeaways:

This case illustrates the tensions between the EC and Member States when trying to consider the single market imperative on the one hand, and FDI protections on the other. The case reflects broader EU-level discussions on potential reforms to the FDI Screening Regulation to clarify the boundaries between national and EU competences and to ensure greater legal certainty for investors.

Summary of Update:

Belgium's FDI authority published its second annual report on the screening of foreign direct investments during the period from 1 July 2024 to 30 June 2025. The report highlights several developments relevant to investors considering transactions with a Belgian nexus:

• Sectoral trends: The most affected sectors were data (21%), digital infrastructure, energy, health and dual-use, which entered the top five for the first time.
• Investor origin: US and UK investors dominated, accounting for 45% and 22% of notifications respectively, followed by Japan, Canada and China. Flanders attracted nearly half of all investments. Notably, 22 internal restructurings were notified due to the involvement of non-EU entities.
• Increase in activity: Between 1 July 2024 and 30 June 2025, the authority received 100 notifications – an increase of nearly 50% compared to the previous year. Of these notifications, 89 investments were authorised unconditionally, and one was approved subject to mitigating measures. The remaining notifications were either withdrawn or are still pending. No investments were blocked, mirroring last year's outcome.
• First case with mitigating measures: For the first time, the authority imposed mitigating measures in a case that related to sensitive technology. The mitigating measures included guarantees to ensure the continuity of certain processes, the appointment of compliance officers and the placing of certain technology or know-how in the custody of a third party in Belgium.

For further details, please refer to our client briefing, available here.

Why it matters / Key takeaways:

The report sends a few important signals to the market:

• Most FDI filings submitted in Belgium over the past year were cleared unconditionally and none were blocked, demonstrating closer regulatory scrutiny but continued openness in deal clearance.
• US and UK investors remain the most frequent filers.
• Tech, energy, health and defence-related targets are firmly on the authority's radar.
• Decisional practice is evolving – for the first time, conditions were imposed on a deal involving sensitive technology.

Summary of Update:

In its 2024 Annual Report published on 30 June 2025, the Belgian Competition Authority ("BCA") signalled a potential reform of merger control rules. The review aims to streamline the review process and align it with recent updates introduced by the EC.

Key proposals include revising the notification form and reassessing the criteria for qualifying for the simplified procedure, alongside a broader evaluation of the standard procedure. The BCA's overarching objective is to enhance efficiency and reduce the administrative burden on businesses.

The report also highlights growing concern over concentrations that fall below current notification thresholds. In response to the so-called trend of "killer-acquisitions" and "roll-up acquisitions", the authority is considering the introduction of a "call-in" power to review below-threshold transactions.

Why it matters / Key takeaways:

• The BCA's plans to streamline merger control forms to reduce burdens on businesses and align more closely with the EC's approach could reduce compliance burdens for businesses and accelerate review timelines.
• The report signals a sharper focus on "killer" and "roll-up" acquisitions. This reflects a growing EU-wide shift toward more flexible enforcement tools in response to perceived gaps in traditional merger control, and echoes themes on the EC's agenda in recent years, including the Illumina/Grail and Towercast cases.

Summary of Update:

The CCA has launched an online platform for anonymous and confidential reporting of suspected anticompetitive conduct. The tool allows individuals to submit reports on potential cartels or abuses of dominance and communicate securely with the CCA while maintaining full anonymity.

During a recent International Chamber of Commerce ("ICC") conference, it was noted that the whistleblowing tool is already generating considerable activity, and that efforts are underway to raise public awareness to increase the volume and improve the quality and reliability of submissions.

This new reporting channel is likely to further strengthen the CCA's ability to meet the "reasonable suspicion" threshold required to conduct dawn raids. Given that the CCA is already one of the most active enforcers in the EU, having conducted 51 dawn raids in the past seven years (the highest figure across the bloc), whistleblower information may make it easier for the CCA to justify and initiate inspections.

Dawn raids remain the CCA's primary investigative tool and have been consistently upheld by Czech courts, making them difficult to challenge. With the added support of anonymous tips, the overall dawn-raid risk in the Czech Republic is expected to rise further relative to other jurisdictions.

Why it matters / Key takeaways:

• Whistleblower reports may increase the frequency of dawn raids and investigations.
• The CCA's robust dawn-raid powers and track record before courts make the Czech Republic a high-risk jurisdiction for competition enforcement.
• Firms should reinforce compliance frameworks and dawn-raid preparedness, particularly in pre-deal and post-merger contexts.

Summary of Update:

The CCA recently concluded its review of "transfer fee tables" for young ice hockey players, finding that the current system does not breach competition law. The CCA noted that these fees are generally proportionate to training costs and that most youth transfers take place free of charge. They closed the case without opening formal proceedings. This matter, although seemingly narrow, reflects the CCA's growing focus on competition in labour-related contexts and its willingness to apply antitrust principles beyond traditional product markets.

During a recent ICC conference, participants indicated a strategic shift in CCA enforcement toward labour markets. The CCA's previous "advocacy phase" has ended, and no-poach, non-solicitation and wage-fixing agreements will now be pursued as "by object" infringements, following the EC's approach. The CCA intends to address such conduct both within broader investigations and as stand-alone cases, focusing particularly on high-skilled professions.

The Chairman also acknowledged that the CCA has yet to determine the revenue base for calculating fines, suggesting that internal discussions on methodology remain open. Still, he made clear that a major Czech case in this area is only a matter of time, marking a decisive turn in the CCA's enforcement outlook.

Sector relevance: Relevant for sectors relying on high-skilled workforce, especially relating to IT.

Why it matters / Key takeaways:

• The CCA's tolerance period for labour market agreements has ended; enforcement will now mirror the EC's "by object" approach.
• No-poach and wage-fixing arrangements – even among non-competitors – may trigger scrutiny.
• Firms should review HR, collaboration and transaction-related agreements for potential employment-related restrictions.
• Labour markets are now an explicit enforcement priority alongside traditional cartel conduct.

Summary of Update:

The CCA has conditionally cleared the acquisition of AUTO FUTURE, s.r.o. by CB Auto a.s., both active in the retail sale and servicing of passenger and light commercial vehicles. The transaction, originally filed under the simplified procedure, was later transferred to standard Phase I review after the CCA raised serious concerns about potential competition harm, particularly in the market for KIA vehicle servicing in the South Bohemian region, where the merged entity would have gained significant market power. 

To resolve these concerns, the parties proposed structural commitments, which the CCA accepted as sufficient to preserve effective competition. Under these remedies, CB Auto was required to divest the part of AUTO FUTURE's business that operates an authorised KIA service centre within a specified period. The buyer was required to be independent and unconnected to the merging parties financially, ownership-wise, or personally. Given the prompt submission of remedies, the transaction was cleared in Phase I.

Why it matters / Key takeaways:

• The CCA continues to apply rigorous merger scrutiny even to mid-sized, regional deals, particularly in aftermarket and brand-specific servicing.
• The CCA's use of structural divestment remedies aligns with EC practice.
• The case demonstrates that even simplified notifications can be converted to full proceedings where market overlaps are significant and result in divestment commitments. 

After considerable delay, the updated French FDI guidelines were released over the summer, incorporating the legislative changes introduced by Decree No. 2023-1293 of 28 December 2023, which entered into force on 1 January 2024.

The revised text introduces four key amendments:

• Permanent 10% voting rights threshold for non-EU investments in listed French companies, which was initially introduced as a temporary measure during the COVID-19 crisis. Crossing this threshold requires prior notification to the Ministry, which then has 10 days to review and potentially call in the transaction.
• Foreign acquisitions of French establishments (registered with the French Trade and Companies Register) of non-French entities are now subject to review. This ensures that transactions involving branches are now subject to the same scrutiny as traditional corporate acquisitions.
• The scope of "sensitive activities" has been expanded to include the extraction, processing and recycling of critical raw materials (as listed in Annex II of EU Regulation 2024/1252, including lithium, cobalt, rare earth elements, copper, aluminium, and magnesium), prison security activities and R&D in photonics.
• While intragroup transactions remain exempt from filing, the exemption criteria have been streamlined to cover cases where the ultimate investor already holds control under French commercial law. Conversely, the exemption for acquiring control after previously crossing the 25% voting rights threshold under an authorised transaction has been removed.

Despite the helpful additions, the updated guidelines still fall short in certain areas, particularly regarding the definition and application of control under French corporate law.

Why it matters / Key takeaways:

• In the absence of publicly available decisions in France, FDI guidelines provide valuable direction for investors navigating the regime.
• The updated French FDI guidelines incorporate the latest legislative changes effective from 2024, but still leave certain aspects of the regime in need of further clarification.

Summary of Update:

The 2024 French FDI annual report details a record 392 filings submitted to the Ministry, surpassing 2021's previous record of 328 filings, and up from 309 filings in 2023.

Of the 390 decisions issued within the year, 182 transactions were approved (excluding those deemed out of scope): 26% involved inherently sensitive activities carried out by the target, 37% concerned infrastructure or essential services, 14% related to R&D, and 21% were classified as mixed (e.g.,  investments in French companies producing components for both civil and military aviation).

Some 54% of approved transactions (99 cases) were subject to commitments, in line with trends from previous years. R&D-related transactions received particular attention with 44 clearances, 27 of which were subject to commitments. 65% of filings came from non-European investors, mainly the US, the UK and Switzerland. EU-based investors accounted for the remaining 35%, primarily from Luxembourg, Germany and the Netherlands.

For the first time, the report reveals that six transactions were prohibited over the past three years. In addition, an unspecified number of filings were voluntarily withdrawn by investors, e.g., in response to conditions proposed by the Ministry that were considered too onerous to proceed. Notified transactions involving insolvent French companies rose to 17 in 2024, nearly double the nine recorded in 2023. Although no formal fast-track procedure exists, the Ministry aims to expedite reviews in such cases.

Investor requests to revise previously imposed commitments has increased, with eight submitted in 2024 and seven granted.

Why it matters / Key takeaways:

• Record activity and increased scrutiny: 392 filings were submitted in 2024, with 182 transactions approved – 54% of which were subject to commitments.
• Growing complexity and enforcement: Six prohibitions were issued over three years, and requests to revise commitments rose, reflecting tighter oversight and evolving investor engagement.

Summary of Update:

On 6 October 2025, 46 CEOs from leading French and German firms sent a joint letter to President Macron and Chancellor Merz, arguing that current European competition rules often obstruct the creation of European champions. They called for a revision of DG competition's mandate to facilitate strategic mergers and reduce mitigation requirements by defining the global world market as the relevant market.

Through a Linkedin post dated 10 October 2025, FCA president Benoit Cœuré publicly challenged the CEOs' claims. He questioned whether any European champions had actually been blocked by merger control rules, citing the Alstom/Siemens case where the head of the FCA argued that both companies are global leaders in their field. "Would Europe be better off if it had only one, plus a local monopoly?" he asked.

Cœuré dismissed the focus on global "relevant market" definitions as a distraction, pointing instead to internal market fragmentation and urged CEOs to focus on two priorities: (i) advocating for the removal of national barriers in sectors like telecoms and energy, which would enable market integration and influence market definitions; and (ii) engaging constructively with the EC to incorporate innovation, resilience, and sustainability into merger assessments. He concluded that aligning competition and industrial policy is vital, but demanded more rigorous arguments. His remarks were echoed by the head of Germany's competition authority, who stated that he "couldn't agree more […] let's focus on removing fragmentation and fostering innovation, not on diluting the rules that keep our markets fair and dynamic."

On 8 October 2025, the FCO initiated proceedings against Whaleco Technology Limited ("Temu") to review the terms and conditions imposed on sellers using Temu's German online marketplace, as well as other practices relating to its dealings with these sellers.

Temu was designated as a Very Large Online Platform under the Digital Services Act in May 2024. As a result, it is subject to enhanced transparency and risk mitigation obligations. According to its EU transparency reports, Temu has 19.3 million active users in Germany and over 115 million across the EU.

The cause of the investigation is that the FCO suspects that Temu may have set unlawful restrictions for sellers' pricing, including by setting final sale prices, which could significantly restrict competition and potentially lead to higher prices in other sales channels.

The English press release is available at the FCO's website here.

Summary of Update:

On 26 September 2025, the Presidency of the Council of Ministers dismissed an investigation into China National Tire and Rubber Corp ("CNRC") and Sinochem for potential violations of "golden power" regulations. Launched on 31 October 2024, the investigation examined whether CNRC breached conditions imposed under the 2023 decree authorising the renewal of its shareholders' agreement with Camfin concerning the governance of Pirelli.

The inquiry examined conduct between June 2023 and October 2024, particularly as to whether CNRC had failed to ensure the absence of organisational-functional links with Pirelli, as required by the decree. The procedure was notably extensive and complex, involving multiple requests for information and hearings. Following an extensive review, the government found that the evidence did not substantiate the alleged breach and closed the case without further enforcement action.

Why it matters / Key takeaways:

• The Presidency of the Council of Ministers remains vigilant in monitoring compliance with conditions imposed at the conclusion of FDI procedures.
• Procedural rules governing golden power monitoring remain underdeveloped. However, where administrative proceedings may result in punitive sanctions, procedural guarantees must apply. 

Summary of Update:

On 30 September 2025, the ICA fined six oil companies – Eni, Esso Italiana, Italiana Petroli (IP), Kuwait Petroleum Italia (Q8), Saras and Tamoil – a total of over €936 million for participating in an anticompetitive agreement in the automotive fuel sector, in breach of Article 101 TFEU.

Between January 2020 and June 2023, the companies coordinated the so-called "bio" component of fuel prices, the cost element linked to the legal obligation to blend biofuels under environmental regulations. Although introduced as a sustainability measure, this component was used as a collusive tool to align prices and suppress competition.

The ICA found that coordination occurred through both direct exchanges of sensitive information (including emails, meetings and internal communications) and indirect public signalling via a specialised trade journal, La Staffetta Quotidiana, which served as a platform for announcing identical bio component values. This artificial transparency allowed the companies to stabilise market conditions and increase profit margins while maintaining an appearance of regulatory compliance.

Among the sanctioned undertakings, Eni was found to have played a leading role in initiating and maintaining the cartel, including by regularly publishing its pricing information and disclosing its single-rate strategy, which effectively turned its announcements into a benchmark for the entire sector.

Why it matters / Key takeaways:

The decision illustrates the ICA's stringent approach to information exchanges, including those disseminated through public channels, as well as its increasing focus on conduct that leverages growing consumer and user awareness of environmental issues.

Effective 1 September 2025, the Dutch Competition Act has been revised to eliminate Article 24(2), which had previously stipulated that mergers and acquisitions could not be deemed as abuse of dominance and were only subject to ACM review under merger control provisions. The recent amendment now authorises the ACM to apply national abuse of dominance rules to such transactions. Consequently, M&A activities that once fell below notification thresholds and were not required to be reported may now be subject to review and potential sanctions by the ACM, provided that at least one of the parties involved is at risk of being found dominant.

The amendment is a direct response to the European Court of Justice's 2023 judgment in Towercast, in which it affirmed the authority of national competition authorities to apply abuse of dominance rules to merger cases. The judgment presented challenges for the ACM because, under the Dutch Competition Act, M&A was not regarded as an abuse of a dominant position.

The amendment does not grant new powers to the ACM for investigating transactions or remedying any abuse of dominance. The ACM will, however, be able to leverage the enforcement toolkit under the current legal framework to impose fines of up to 10% of the global turnover of the infringing undertaking, to order behavioural remedies backed by periodic penalty payments, and to impose structural remedies, including divestitures.

For more details, please see our client briefing here.

Why it matters / Key takeaways:

Enhanced due diligence is recommended for certain transactions. Companies with substantial market positions acquiring smaller entities with a Dutch nexus that fall below the Dutch notification thresholds are not potentially subject to challenge. This dynamic is illustrated by two transactions – Proximus/EDPnet and Ceres/Dossche Mills – that were abandoned following similar investigations by the ACM's Belgian counterpart.

Summary of Update:

On 24 July 2025, important changes to Poland's FDI regime entered into force. Firstly, the Polish FDI regime – initially intended to be only temporary as introduced in response to the COVID-19 pandemic in 2020 – has now become permanent. Secondly, the authority responsible for reviewing FDI filings has shifted from the president of the Polish Competition Authority ("OCCP") to the minister responsible for economic affairs (currently, the Minister of Finance and Economy).

The legal changes were followed by the publication of the new soft law, i.e., the Ministry's guidelines (available in Polish here).

Why it matters / Key takeaways:

While the amendments seem largely administrative, the transfer of competence from the OCCP to the minister responsible for economic affairs marks a shift from a competition-focused review to a political one.

The changes bring uncertainty as to future enforcement practices, in particular: (i) whether the Minister will follow the OCCP's approach; and (ii) the extent to which reviews might be influenced by political considerations.

Furthermore, the separation of merger control and FDI reviews – now handled respectively by the OCCP and the Ministry of Finance and Economy – may impact transaction timelines as these reviews will no longer be conducted jointly.

In its 2025 merger control guidelines, the OCCP further clarified the conditions under which extraterritorial JVs are exempted from Polish merger filing obligations, even where turnover thresholds are met.

In 2024, the OCCP announced that extraterritorial JVs would be exempted from merger control obligations if the geographic scope of the relevant market in which the JV is intended to operate does not cover Poland. In contrast, if the relevant market is, for instance, global or EEA in scope, the transaction will be notifiable irrespective of whether the JV will be active in Poland.

Under the updated guidance, the OCCP further specified notification will not be required if there are no plans to expand the JV's activities into Poland within the three years following the transaction.

Why it matters / Key takeaways:

This two-step revision of the OCCP guidelines has reduced uncertainty over whether extraterritorial transactions with no nexus in Poland are notifiable, and has reduced regulatory burdens for global dealmakers. However, determining the geographical scope of the relevant market can still be challenging, as the OCCP does not routinely publish market definitions in every merger control decision, except in complex cases.

Summary of Update:

In July 2025, the Romanian Competition Council ("RCC") conditionally approved a dual transaction involving the acquisition of Telekom Romania Mobile Communications, a Romanian mobile network operator that is part of the Greek OTE group, by Vodafone Romania, while some other assets of the company (radio frequency usage rights, part of Telekom's infrastructure and towers and the entire prepaid mobile telephony service business) were acquired by the Romanian electronic communications group Digi.

The RCC's approval is subject to a set of commitments by Vodafone and Digi aimed at addressing competition concerns related to prices, service quality, and market access. These include maintaining access to mobile networks for Mobile Virtual Network Operator ("MVNOs") at competitive prices, continuing to provide prepaid services under current conditions, and ensuring service continuity for existing customers.

The commitments will be monitored for up to four years by independent trustees, in coordination with the National Authority for Management and Regulation in Communications.

For further details, please see the RCC's press release, available here.

Sector Relevance: Telecommunications, digital infrastructure and mobile services.

Why it matters / Key takeaways:

The case demonstrates the RCC's cautious approach to telecom sector consolidation, balancing market efficiency with consumer protection, while aligning with wider EU priorities on ensuring access, service quality and competitive conditions for mobile operator and MVNOs.

Summary of Update:

In May 2025, the RCC conducted dawn raids at several major car importers in Romania, representing brands such as Audi, BMW, Cupra, Dacia, EQ, Hyundai, Mercedes-Benz, Mini, Nissan, Renault, Seat, Skoda, Smart, Volkswagen and Volvo, which together account for around 70% of the Romanian car fleet.

The RCC suspects that these companies, together with their authorised dealers and repair networks, may have engaged in anticompetitive practices by restricting independent repair shops or alternative parts distributors access to customers. Particular concerns were raised over contractual clauses that could deter consumers from using non-original spare parts or independent repair services for out-of-warranty work.

This investigation marks the latest development in a series of enforcement actions in the Romanian automotive sector. In 2022, the RCC fined 65 companies and an industry association for agreeing to a fixed level of spare parts prices and workmanship tariffs used in relation to some insurance companies. In 2024, it launched a separate probe into potential abuses of dominance by car repair shops in negotiations with insurers over the settlement of repairs carried out based on civil liability insurance.

For further details, please see the RCC's press release, available here.

Sector Relevance: Automotive, vehicle maintenance & repair, spare parts distribution.

Why it matters / Key takeaways:

This case highlights the RCC's continued focus on various segments of the Romanian automotive market. Businesses in the automotive sector should review their contractual terms with dealers and repair shops to ensure compliance with competition rules.

Summary of Update:

The CNMC has intensified its merger control enforcement, marked by a continued trend for conditional Phase II authorisations, procedural fines and even one prohibition decision. For example, just after the COVID lockdown, the CNMC raided a company in the insurance sector based on gun jumping allegations. Furthermore, the Government's intervention in BBVA/Sabadell has reopened the debate about the limits of the Council of Ministers' powers in merger control.

Merger prohibition decision

On 6 October 2025, the CNMC blocked the acquisition of the Institut de Radiofarmacia Aplicada de Barcelona ("IRAB") by Curium Pharma Holding Spain on the basis of alleged significant risks to competition in the market for PET radiopharmaceuticals used in cancer diagnostics. The CNMC considered that the transaction would result in high combined market shares, reduce potential competition, and strengthen Curium's position in geographic areas where it previously lacked presence.

The blocking of mergers under the Spanish merger control regime is extremely rare, as the system empowers the CNMC to unilaterally impose conditions when the commitments offered by the parties are deemed insufficient to resolve identified competition concerns. This decision represents the CNMC's first prohibition of a merger since its establishment in 2013 and demonstrates the CNMC's readiness to block mergers where competition concerns cannot be remedied through conditions. (Under the former competition regime, there had been two prohibition decisions (Telefónica/Iberbanda; and Gas Aragón/Endesa/Gas Natural SDG/Gas Andalucía/Megasa).)

Ongoing trend of conditional Phase II clearances

In 2025, the CNMC conditionally cleared two Phase II transactions (BBVA/Sabadell and Esseco/Ercros). This continues a trend seen in previous years: 2024 saw one conditional clearance and one withdrawal at Phase II, while 2023 saw two deals conditionally cleared and two more withdrawn at Phase II. The CNMC's 2024 official report explained that this increase "follow[s]…a trend of growing complexity in transactions. This is reflected in a rise in the number of concentrations cleared with commitments and the need for a more in-depth assessment of the implications of certain transactions during the second phase".

Heightened procedural scrutiny

The CNMC has ramped up its enforcement of procedural obligations, particularly regarding the accuracy and completeness of information submitted during notifications. In Rheinmetall/Expal, Rheinmetall was fined €13 million for failing to disclose relevant market overlaps and obstructing the authority's investigation during the review process. The omission involved sensitive defence-related markets such as nitrocellulose and wet pulp.

The CNMC has also increased its monitoring of gun jumping. Recent fines include:

·    €83,000 against PME and €23,700 against its subsidiary HM Salamanca for acquiring control of Hospital General de la Santísima Trinidad without prior notification.

·    €683,322 against KKR Genesis for failing to notify its acquisition of GeneraLife, which itself had previously breached notification rules in acquiring Ginemed.

While these fines (the highest being €1.5 million) remain modest compared to those issued by the EC and other national authorities such as France, these cases underscore the CNMC's commitment to upholding the standstill obligation and its willingness to impose substantial penalties for procedural breaches.

Political oversight and public interest intervention in strategic mergers

The BBVA/Sabadell merger has brought to light current debates over the Spanish government's political oversight in merger control. Although the CNMC conditionally cleared the deal at Phase II, the Council of Ministers subsequently intervened by imposing additional conditions, including a three-year obligation (extendable up to five years) for BBVA and Sabadell to remain as separate legal entities.

While Spanish competition law allows the government to intervene in merger clearance proceedings, said intervention can only be justified for legitimate interests other than competition law and is subject to the principles of necessity and proportionality. On 15 July 2025, BBVA filed an appeal before the Supreme Court against the Government's decision, arguing that the conditions constitute a disproportionate and discriminatory restriction contrary to Spanish and EU law, and that the requirement for both entities remain separate for up to five years constitutes a "de facto prohibition" of the merger and exceeds the limits of the Government's legal power.

The EC has also initiated infringement proceedings against the Spanish state, arguing that the discretionary powers granted to the Spanish Council of Ministers to intervene in mergers that "impinge on the exclusive competences of the European Central Bank and national supervisors under the EU banking regulations" and "constitute unjustified restrictions to the freedom of establishment and of capital movements". The EC considers that consolidations in the banking sector benefit the EU economy as a whole; are essential for the achievement of the Banking Union; ensure that capital is allocated efficiently across the EU; and that citizens and businesses have access to financial products at competitive prices.

Beyond this debate, this case also illustrates a broader trend in Spain where public interest considerations (e.g., financial inclusion, regional development and consumer protection) are increasingly influencing assessments of mergers. A notable example is the clearance of CaixaBank's acquisition of Bankia subject to commitments aimed at ensuring financial inclusion.

Sector Relevance: Life sciences, banking, defence, infrastructure, and any sector involving high market concentration or strategic relevance.

Why it matters / Key takeaways:

• The CNMC shows it is ready to prohibit mergers where competition concerns cannot be resolved through remedies.
• The ongoing trend of conditional Phase II approvals highlights the sustained complexity of merger reviews.
• Procedural compliance is under sharper scrutiny, with fines for gun jumping and misleading information setting new enforcement benchmarks.
• Political and public interest considerations are influencing merger outcomes, as seen in the BBVA/Sabadell case.
• Companies should prepare for more rigorous and multi-layered merger review processes and ensure strict adherence to notification and standstill obligations.

While FDI procedures, decisions and conditions remain confidential in Spain, several recent transactions in Spain's telecommunications sector have drawn public attention to the government's supervisory role in strategic transactions.

The Spanish government has recently authorised two major Vodafone Spain transactions that are reshaping the country's telecommunications landscape. Firstly, Vodafone Spain received approval to acquire Finetwork, the fifth-largest mobile operator in Spain with over one million customers. Finetwork had entered pre-bankruptcy due to substantial debts, including those owed to Vodafone. As a creditor, Vodafone proposed a debt restructuring plan that included the acquisition, which was accepted by the courts and now awaits final clearance from the CNMC.

Secondly, the government approved foreign investment in a new fibre joint venture between Vodafone Spain and MasOrange. The venture, Avlley Fibre, will manage around 12 million real estate units and serve nearly five million customers, with MasOrange holding 58%, Vodafone Spain 17%, and Singapore's GIC (via Leifite Investment) 25%. The appointment of Blanca Ceña as CEO signals strategic momentum, with only minor administrative steps remaining.

Sector Relevance: Telecommunications.

Why it matters / Key takeaways:

These developments underscore the Spanish government's openness to foreign investment and market restructuring, with implications for competition, regulatory oversight and consumer choice.