Summary of Update:

On 4 March 2026, the EC published its proposal for an Industrial Accelerator Act ("IAA"), a wide‑ranging instrument forming part of the EU’s Clean Industrial Deal and broader economic security strategy. While the proposal addresses multiple aspects of industrial policy, its most consequential innovation from a transaction‑planning perspective is the introduction of a sector‑specific FDI control regime applicable to large foreign investments in strategic manufacturing sectors.

Under the proposed framework, the new regime would apply to foreign investments in strategic sectors, namely (i) battery technologies and the related value chain; (ii) low emission vehicles, including electrification/ digitalisation components; (iii) solar PV technologies; and (iv) extraction, processing and recycling of critical raw materials.

The restrictions would only apply to investors from countries that hold more than 40% of the global manufacturing capacity in the relevant sectors. In practice, that means Chinese investors will be primarily affected.

In addition, the regime would be triggered only where the foreign investor seeks to acquire more than 30% of the shares, assets or voting rights in an EU target, and where the value of the investment exceeds €100 million.

Where the IAA applies, companies will be required to comply with a selection of obligations relating to ownership and control, IP and know-how, R&D commitments, workforce localisation, and EU sourcing. Compliance will be monitored with a set of new mandatory and suspensory FDI filing obligations which would operate alongside existing merger control and FDI screening regimes.

For more information, please see our client briefing here.

Sector Relevance: General.

Why it matters / Key takeaways:

• The IAA illustrates a wider policy trend towards the integration of competition, industrial policy and economic security considerations.
• The proposal confirms that market access is increasingly conditional on commitments relating to technology, workforce and sourcing, rather than assessed solely through competition or security lenses.
• For large transactions in the named strategic sectors, parties may face simultaneous merger control, national FDI screening, FSR, and now IAA review, each with different tests, timelines and remedies. Early coordination of regulatory strategy will therefore become more critical.

Summary of Update:

On 10 February 2026, the EU published a near-final text of the new EU Foreign Investment Screening Regulation, which is intended to replace the existing 2019 framework.

Key changes include:

• Mandatory national FDI screening mechanisms across the EU: All Member States will be required to maintain a national FDI screening regime for certain sensitive sectors, bringing an end to the more discretionary approach under the current Regulation and establishing a common minimum screening framework across the EU.
• Mandatory call-in powers for non-notifiable deals: All Member States will be required to have call-in powers for non-notifiable deals on public order/security grounds for at least 15 months after closing.
• Extension of scope: The scope of the regulation will be extended to cover investments by an EU subsidiary of a non-EU parent.
• Changes to scope of EU cooperation mechanism: the regulation clarified the scope of the cooperation mechanism between Member States and shortened the deadline for various stages of the commenting procedure.
• Mandatory assessment criteria: Member States will be required to consider an expanded range of factors when assessing a transaction, including but not limited to the protection of electoral processes, the availability of critical medicines, food security, and the security of sensitive facilities in geographical proximity of the target.
• The revised Regulation also increases the amount of information required at the outset of the cooperation mechanism and obliges other Member States to actively assist the host authority in information‑gathering, adding to procedural complexity for cross‑border deals.

For more information, please see our blog post here.

Sector Relevance: General.

Why it matters / Key takeaways:

• The revised Regulation marks a shift from a coordination‑based model to a more structured, mandatory EU FDI screening framework, increasing predictability but also compliance obligations for investors.
• The introduction of mandatory national screening mechanisms and call‑in powers is likely to increase the number of transactions subject to FDI review, including below‑threshold and indirectly structured investments.
• Together with initiatives such as the IAA (see 1.1), the revised Regulation confirms the EU’s move towards a more integrated economic security approach, where FDI, competition enforcement and industrial policy increasingly intersect.

Summary of Update:

On 25 February 2026, the EC and UK signed a cooperation agreement establishing a dedicated framework for cooperation on competition matters between, on the one hand, the EC and EU Member State competition authorities, and on the other hand, the UK Competition and Markets Authority ("CMA").

The agreement sets out clear principles governing cooperation in antitrust and merger investigations, including reciprocal notification of significant investigations and the possibility for authorities to coordinate their efforts where necessary.

The agreement also includes confidentiality safeguards, and the consent of the undertaking that provided the information remains necessary before any exchange of confidential material between authorities.

The agreement will enter into force once both sides have completed their respective ratification procedures.

Sector Relevance: General.

Why it matters / Key takeaways:

The agreement marks an important step towards greater predictability and institutionalisation of EU‑UK competition enforcement cooperation in the post‑Brexit landscape. Since 1 January 2021, parallel EU and UK investigations have been increasingly common in cartel, abuse of dominance and merger control cases involving cross‑border activity.

For businesses, the agreement is likely to result in earlier and more systematic coordination between EU and UK authorities in parallel investigations, potentially increasing the speed and alignment of procedural steps (such as the opening of formal proceedings), while this would not eliminate the risk of diverging outcomes.

Summary of Update:

On 5 March 2026, the EC published a call for evidence seeking stakeholder feedback on possible action to tackle territorial supply constraints that fall outside the scope of EU competition law.

Territorial supply constraints refer to practices by certain large manufacturers that restrict retailers or wholesalers from purchasing goods in one EU Member State and reselling them in another, without objective justification. According to the EC, such practices may limit consumer choice and contribute to price differences for everyday consumer goods across the EU.

The initiative follows the Single Market Strategy adopted on 21 May 2025, which identified territorial supply constraints in retail and wholesale as one of the “Terrible Ten” most harmful barriers to the functioning of the EU Single Market. In that Strategy, the Commission committed to developing tools to address unjustified territorial supply constraints in situations that are not caught by existing competition law rules.

The feedback period for the call for evidence is from 5 March 2026 to 24 April 2026.

Sector Relevance: Consumer products, retail & wholesale.

Why it matters / Key takeaways:

This initiative signals a potential expansion of EU internal market regulation beyond traditional competition law, aimed at addressing unilateral conduct by large manufacturers that may fragment the Single Market but does not necessarily amount to an infringement of competition laws.

If followed by legislation, the initiative could have significant implications for daily consumer goods manufacturers and their distribution strategies, particularly where practices restrict cross‑border sourcing or resale within the EU. 

Summary of Update:

On 26 January 2026, the BCA approved the proposed acquisition of Delfood by Delhaize, subject to conditions. The transaction concerns two established operators with overlapping activities in the Belgian food distribution sector.

Delhaize, which operates over 700 retail food stores across Belgium under brands such as Proxy Delhaize, sought to acquire Delfood, a company also active in the Belgian food distribution sector at both wholesale and retail levels.

The BCA's review focused on the potential impact of the transaction on several markets: the wholesale distribution of food and non-food products, the retail distribution of everyday consumer goods in proximity stores, and the retail distribution of such goods in petrol station shops located outside motorways.

The BCA expressed concerns that the merger could reduce competition, potentially leading to higher prices and diminished quality for consumers, especially as Delhaize and Delfood are direct competitors in these segments.

To address these concerns, Delhaize committed to the following:

• divesting a number of proximity stores and petrol station shops in affected areas,
• granting certain stores greater contractual freedom, enabling them to compete more effectively with shops of the Delhaize network, 
• ensuring fair supply conditions for stores supplied by Delhaize and Delfood but not part of their franchise networks, and
• any future integration of stores under supply contracts into Delhaize's franchise network will require prior authorisation from the BCA.
• These commitments were deemed sufficient by the BCA to mitigate the competition risks and allow the deal to proceed.

Sector Relevance: Food and non-food retail and wholesale.

Why it matters / Key takeaways:

• Pro-active remedies are welcomed to get a sensitive transaction cleared, including divestments and commitments on maintaining fair contract terms.
• This case highlights the BCA's intention to monitor the market post-transaction.

Summary of Update:

On 21 January 2026, the BCA approved Aedifica's acquisition of Cofinimmo, subject to divestment of assets worth €300 million. Aedifica and Cofinimmo are Belgian real estate companies active in healthcare real estate across the EU. In Belgium, each owns around 80 senior housing sites, some of which include assisted living facilities, and leases their properties to commercial care operators.

The BCA's review centred on the potential impact on competition in the leasing of real estate for senior housing, where both Aedifica and Cofinimmo are leading and closely competing players.

The transaction was structured as a voluntary public exchange offer, with Cofinimmo shareholders exchanging their shares for new Aedifica shares. Aedifica's goal is to acquire full ownership of Cofinimmo. Concerns were raised that the merger could reduce competition, potentially affecting prices and quality of the services offered.

To address these concerns, Aedifica committed to divest residential care centres worth €300 million to a buyer already active in the sector. Additionally, Aedifica agreed not to reacquire control of these divested assets for at least ten years.

The remedy is designed to preserve effective competition by enabling an existing Belgian player or a potential new entrant to establish or strengthen a competitive presence in Belgium. The BCA deemed the commitments to be satisfactory and cleared the transaction.

Sector Relevance: Real estate.

Why it matters / Key takeaways:

The case marks the real estate sector being on BCA’s radar.

Summary of Update:

The CCA has unconditionally cleared the acquisition of exclusive control by Colt CZ Group SE over Synthesia Nitrocellulose, a.s. and Synthesia Power, a.s. on the basis that the transaction will not lead to a substantial distortion of competition.

Colt CZ Group operates globally in the defence sector, primarily in the manufacture and sale of small arms and ammunition. Synthesia Nitrocellulose is active in the chemical industry, notably in the production and sale of energetic and industrial nitrocellulose.

The CCA identified a potential indirect vertical relationship: Synthesia Nitrocellulose produces energetic nitrocellulose supplied to manufacturers of gunpowder, who in turn supply gunpowder to Colt as a producer of ammunition.

Given the relatively limited market shares of the parties in the EU and globally in the markets for energetic nitrocellulose and ammunition, the CCA concluded that the transaction is unlikely to give rise to foreclosure risks or otherwise restrict competition.

Sector relevance: Chemical/Defence.

Why it matters / Key takeaways:

• The decision confirms the CCA’s willingness to clear transactions involving defence-related and strategic chemical inputs where vertical links are indirect and market shares remain moderate.
• Indirect vertical relationships (upstream input → intermediary → downstream purchaser) will be assessed, but do not automatically give rise to competition concerns absent market power.
• The case illustrates continued scrutiny of supply-chain effects in sensitive sectors, while maintaining a pragmatic effects-based assessment.

Summary of Update:

On 3 December 2025, the MPO launched a new electronic portal, EFDIS, for submitting notifications of foreign investments and requests for consultation under Act No. 34/2021 Coll., on the screening of foreign investments ("FDI Act").

The EFDIS portal is intended to streamline and accelerate the foreign investment screening process conducted on national security grounds. It enables fully electronic communication with the MPO through standardised forms designed to ensure that all required information is submitted in the correct format, thereby reducing the need for follow-up requests and administrative corrections.

In light of recent amendments to the FDI Act and the expected increase in the number of screened transactions, the new system aims to reduce administrative burdens for foreign investors, Czech companies, and public authorities. The portal also introduces a more transparent and structured communication interface, enhancing predictability throughout the screening procedure.

Sector relevance: General.

Why it matters / Key takeaways:

• The launch of EFDIS marks the latest development in the institutionalisation and modernisation of the Czech foreign investment screening regime.
• Standardised electronic filings are likely to reduce procedural delays but may also lead to more systematic scrutiny.
• With an anticipated rise in reviewed cases, investors should carefully assess filing obligations and prepare complete submissions at an early stage of transaction planning.

Summary of Update:

The CCA has imposed a fine of CZK 6 million (approximately €145,000) on Pivovary Staropramen s.r.o., part of the Molson Coors Beverage Company group. The CCA found that the company abused its significant market power by applying invoice payment terms exceeding the 30-day statutory limit.

The investigation revealed 60 instances between 2023 and 2024 where four different raw material suppliers were affected. In extreme cases, payments were delayed by up to 215 days. This enforcement action stems from extensive sector enquiries conducted following the 2023 amendment to the Act on Significant Market Power, which expanded the scope of regulated entities within the agricultural and food supply chain.

The decision is final. The fine was reduced from an initial CZK 7.5 million to CZK 6 million because the company utilised the settlement procedure, admitting to the infringement and cooperating with the CCA. This penalty represents the highest fine ever imposed by the CCA under the Act on Significant Market Power.

Sector relevance: Retail/beverages.

Why it matters / Key takeaways:

• The decision confirms that the Act on Significant Market Power applies not only to large retail chains but to any entity in the food supply chain with significant market power relative to its suppliers.
• The CCA is actively leveraging sector-wide enquiries to initiate administrative proceedings; currently, over 20 such proceedings are underway.
• Utilising the settlement procedure can lead to a significant reduction in fines, in this case, 20% if the entity admits liability and cooperates.

Summary of Update:

For almost two years now, France has been discussing higher merger control thresholds, which have been unchanged for over twenty years.

On 26 January 2026, the French authorities published the text agreed by the Commission mixte paritaire ("CMP") on 20 January 2026. The text, finalised six months after its adoption at first reading, reinstates Article 8 of the draft Simplification Bill, which provides for an increase in the French merger control thresholds.

Under the CMP text, the new proposed thresholds would be: (i) a combined worldwide turnover of more than €250 million (up from €150 million); and (ii) an individual turnover in France of more than €80 million for at least two parties to the transaction (up from €50 million).

The text also proposes to increase specific thresholds applicable to the retail sector. A notification would be required where: (i) worldwide turnover exceeds €100 million (up from €75 million); and (ii) French retail turnover exceeds €20 million for at least two parties (up from €15 million).

Initially scheduled for the end of January, discussions on the text were removed from the parliamentary calendar, with no alternative date announced to date. Given the political sensitivity surrounding the proposed legislation, the timing and outcome of the legislative process remain uncertain.

Sector Relevance: General.

Why it matters / Key takeaways:

• Increasing merger notification thresholds will significantly reduce mandatory filings, as many small and mid‑size transactions will fall outside ex ante merger control. This is particularly impactful in France, where merger control currently captures a high volume of largely unproblematic transactions (328 reviewed in 2025, with 94% unconditionally cleared, according to the latest figures from the French Competition Authority ("FCA")).
• Any resulting reductions in filings does not, however, signal weaker enforcement. The FCA has expressly identified below‑threshold mergers as a competition risk and is considering new intervention tools (notably call‑in powers – see below) to address potentially harmful transactions.

Summary of Update:

On 6 November 2025, the FCA imposed a total fine of €4.665 million on Doctolib for abuse of a dominant position arising from a combination of exclusivity practices, tying, and, most notably, a predatory acquisition. The decision sanctions Doctolib's acquisition of MonDocteur in 2018, which internal documents described as its closest competitor in France. The transaction was not subject to ex ante merger control as it fell below EU and French notification thresholds.

The case marks the first time in Europe that a non-notifiable merger has been sanctioned ex post as an abuse of dominance, following the EU Court of Justice’s Towercast judgment of 16 March 2023. The FCA found that the acquisition was "carried out with the aim of excluding competitors and foreclosing the market, and enabled Doctolib to consolidate its market power in the national market for medical appointment‑booking services, while excluding its main competitor." The FCA relied heavily on explicit statements found in internal documents, including statements referring to an intention to "kill the product" or stating that "[t]he value creation does not lie in the addition of the MD [MonDocteur] asset, but in its disappearance as a competitor".

The €50,000 fine imposed for the acquisition itself was symbolic in nature due to legal uncertainty prior to the Towercast judgment. However, the FCA made it clear that future transactions will not benefit from similar leniency.

Doctolib has since lodged an appeal against the decision. The Paris Court of Appeal is therefore expected to clarify the legal test applicable to the establishment of abuse of dominance practices. In that regard, Doctolib argued before the FCA that the standard of proof should be particularly stringent.

Sector Relevance: General.

Why it matters / Key takeaways:

• Below-threshold mergers are no longer immune from regulatory scrutiny, and dominant companies acquiring actual or potential competitors now face material ex post antitrust risks, even years after closing.
• Companies must continue to exercise caution with the language used in internal documents, as these are likely to be relied upon by competition authorities.

Summary of Update:

On 18 February 2026, the French Constitutional Council upheld Article 1 of Law No. 2026‑122 extending the scope of legal privilege to consultations prepared by in‑house counsel, following its adoption by the French Senate on 14 January 2026 after many years of debate.

The protection is limited to legal consultations, defined as "a personalised intellectual service aimed at providing an opinion or advice based on the application of a legal rule". The protection applies subject to four cumulative conditions being met, which relate to the in‑house counsel’s qualifications, ethical training, the express labelling of the document as “confidential – legal consultation – in‑house counsel,” and its circulation being strictly limited to senior management of the company, its controlling entity, or the entity advising the management of the employing company.

Where these conditions are satisfied, consultations prepared by in‑house counsel are immune from seizure by public authorities in civil, commercial, or administrative proceedings. However, the competent administrative authority may, within a period of 15 days, bring the matter before the Judge of Freedoms and Detention, either to challenge the applicability of legal privilege or to seek its waiver where the consultation is alleged to have facilitated or encouraged breaches of regulatory requirements.

From a competition law standpoint, several limitations warrant emphasis. Firstly, this protection does not apply in criminal proceedings and therefore does not extend to criminal investigations into anticompetitive conduct under article L.420-6 of the French Commercial Code. Secondly, the French Constitutional Council has expressly clarified that this protection is inapplicable to inspection procedures carried out directly by the EC or by another EU authority acting under its investigative powers, or, where such powers have been delegated, by the departments of a national authority.

Notably, this law was adopted shortly after the EC's publication of a competition law brief discussing the extension of legal privilege to in-house counsel. In that brief, the EC underlined that this would most likely hamper the effectiveness of EU competition law investigations and proceedings. As early as 2023, when the law was under discussion, a French deputy mentioned the existence of a letter from the EC's former Executive Vice‑President, Margrethe Vestager, emphasising that the measure would not be enforceable against the FCA when applying Articles 101 and 102 TFEU.

Additional implementing conditions, in particular those relating to the law’s entry into force, will be specified by decree. Notwithstanding the significance of this legislative development, its practical impact on competition proceedings remains uncertain, given that most investigations are primarily conducted under EU law (Articles 101 and 102 TFEU).

Sector Relevance: General.

Why it matters / Key takeaways

While legal privilege now covers legal consultations prepared by in‑house counsel, subject to conditions, its practical application in FCA investigations conducted under EU law remains to be clarified.

Summary of Update:

On 29 January 2026, Eutelsat announced the termination of its proposed sale of its ground segment passive infrastructure assets to the Swedish investment fund EQT, following a veto by the French Ministry for the Economy. The transaction involved the acquisition by EQT of a majority stake in Eutelsat Group’s Ground Station Infrastructure Business, notably the acquisition of passive infrastructure assets comprising buildings, equipment, land, support infrastructure, antennas, and connectivity circuits to form a new company, which would be incorporated as a standalone legal entity.

In his statements to the press, the French Minister for the Economy reasoned that the antennas in question are "used for civil communication and military communication. Eutelsat is the only European competitor to Starlink, it’s obviously a strategic asset, so I said no." The Minister further emphasized that the decision "is solely linked to the critical nature of the activity in terms of French sovereignty and is in no way connected to the investor’s merits".

Notwithstanding the Minister's references to “antennas”, the transaction would have been limited to the passive part of Eutelsat's ground-segment infrastructure. However, the Minister's statements indicate that he considers the retention of full control over ground stations, including site management, as a matter of strategic importance for French sovereignty.

The decision comes amid strong criticism of the conditional approval granted for the €367 million acquisition of French operator LMB Aerospace by the US‑based Loar Group. The transaction was authorised subject to an array of conditions, notably the granting of a golden share to the French state, commitments to safeguard the continuity of LMB Aerospace’s strategic and industrial activities in France, and obligations relating to industrial modernisation.

Taken together, these cases illustrate the inherent uncertainty surrounding transactions involving strategic assets, which makes early analysis and dialogue with the French authorities a critical element of transaction planning.

Sector Relevance: Cross‑sectoral, with heightened relevance for infrastructure, defence and strategic assets.

Why it matters / Key takeaways

• The Eutelsat decision marks the first publicly confirmed veto by the French Minister against an EU investor under the French FDI screening regime.
• The case confirms that passive infrastructure assets, including ground‑segment and connectivity infrastructure, may be regarded as strategically sensitive and therefore capable of triggering the most restrictive outcomes under the French FDI regime.

Summary of Update:

In its review of the year 2025, the Bundeskartellamt highlighted a continued intensification and broadening of competition enforcement across both traditional and digital sectors of the German economy.

Cartel prosecution remained a core focus of the authority, with fines imposed on companies and individuals totaling €10 million. Investigative activity was significantly supported by leniency applications and whistleblowing mechanisms, with around 600 whistleblower tip-offs contributing to the initiation of unannounced inspections in 10 cases.

The digital economy continued to attract significant enforcement attention. For instance, the Bundeskartellamt launched a market test on Apple's proposed remedies relating to its app ecosystem, and concluded its proceedings against Google’s Automotive Services and Google Maps Platform through the publication of commitment decisions.

Following the completion of its sector inquiry into the mineral oil market, the Bundeskartellamt initiated proceedings under section 32f of the German Act against Restraints of Competition, allowing for further investigations to address potential structural competition issues in the wholesale fuel market.

Abuse of dominance control in 2025 targeted a range of sectors, notably energy and utility-related markets, food retail and telecoms.

Merger control activity remained high, with approximately 900 transactions reviewed. While most transactions were cleared in Phase I, the Bundeskartellamt prohibited the acquisition of three slaughterhouses by the Tönnies Group due to serious competition concerns. Furthermore, the authority imposed enhanced notification obligations on the Rethmann Group to safeguard future competitive potential. This obligation also applies to mergers that are below the statutory turnover thresholds and is valid for a period of three years.

Taken together, the Bundeskartellamt's activity reflects clear shift towards broader, more proactive, and technology‑driven competition enforcement across both traditional and digital markets. Its activity in 2025 shows an increasingly interventionist approach, targeting structural market problems, major digital platforms, and potential abuses in highly concentrated sectors.

Sector Relevance: Digital platforms, energy and utilities, oil and fuel markets, food retail, e-commerce.

Why it matters / Key takeaways

• Cartels remain a core focus, with €10 million in fines, supported by leniency, whistleblower tip-offs, and unannounced inspections.
• Digital markets: Strong enforcement against Big Tech companies.
• Mergers: High activity (~900 cases), mostly Phase I clearances.
• Abuse control: Focus on energy and utility-related markets.

Summary of Update:

The German Ministry for Economic Affairs and Energy has released detailed statistics on its FDI screening regime for 2025, offering valuable insight into recent enforcement trends. After a moderate decline in national case numbers in 2023 and 2024, FDI screening activity increased again in 2025, confirming that scrutiny levels remain structurally high for transactions involving German targets.

In total, 339 cases were filed under the national FDI screening procedure in 2025. 451 notifications were made solely under the EU cooperation mechanism.

From a procedural perspective, cross-sectoral reviews accounted for 76% of national cases, while sector-specific reviews represented 24%. The statistics show that the share of sector-specific screenings has gradually increased in recent years, pointing to a growing focus on particularly sensitive activities (e.g., defence) alongside the broadly applied cross-sectoral regime.

The data also illustrates the broad application of the German regime across investor origins. US investors (159 cases) accounted for the largest share of reviewed transactions, followed by investors from the United Kingdom including the Channel Islands (41 cases) and China (33 cases). This confirms that German FDI screening has become a routine element of cross-border M&A, including for investors from jurisdictions traditionally perceived as low-risk.

While only 31 cases entered in-depth review, acquisition-restrictive measures were imposed in only 2% of cases. This continues a clear downward trend compared to 2019, when such measures were applied in 11% of cases. However, this should not be interpreted as evidence of a less stringent substantive review, as cases which were abandoned by the acquiring parties due to concerns raised by the federal government are not captured in the statistics.

From a sectoral perspective, filings most frequently concerned information and communication technology, healthcare and biotechnology, engineering and energy, reflecting Germany’s sustained focus on technology-driven and infrastructure-related assets.

Sector Relevance: Defence, technology, healthcare, energy, infrastructure.

Why it matters / Key takeaways:

• FDI screening activity in Germany is increasing again after a temporary slowdown, confirming that FDI scrutiny remains high.
• Sector-specific screenings are gaining importance, signaling closer review for particularly sensitive target activities.

Summary of Update:

In December 2025, the Italian Council of State issued a significant judgment clarifying the scope of notification obligations under the Italian FDI regime in relation to financing transactions involving pledges over shares in strategic companies.

The case arose from a 2023 resolution by Cedacri, a company providing IT services to the banking sector, approving the issuance of a €275 million bond loan secured by pledges over the company’s shares, without transferring the associated voting rights to the pledgee. Following a precautionary notification, the Presidency of the Council of Ministers exercised its special powers through a Prime Ministerial decree ("DPCM" of 27 July 2023) to impose conditions on the transaction. Cedacri challenged the decision before the Regional Administrative Court of Lazio, which upheld the government’s interpretation. Cedacri subsequently appealed before the Council of State.

In a judgment delivered on 5 December 2025, the Council of State annulled the decree in its entirety. This represents the first annulment of a decree exercising the Government’s special powers that is not based on procedural defects, but on the substantive scope of the Italian FDI regime, and establishes a principle of law with immediate practical implications for secured financing transactions involving pledges over shares.

The Court rejected the Government’s interpretation that the mere creation of pledges over shares falls within the scope of the Italian FDI regime. It held that notification obligations arise only where a transaction results in an effective change in ownership, control or availability of strategic assets.

In particular, where voting and administrative rights attached to pledged shares remain with the shareholder pursuant to contractual arrangements (as permitted under Article 2352 of the Italian Civil Code), the creation of the pledge does not affect the governance or control of the company and therefore does not trigger a notification obligation. Conversely, a notification may be required where such rights are transferred to the pledgee at the time the security is created, or where the pledge is subsequently enforced following a default.

Sector Relevance: Financing transactions involving companies operating in strategic sectors, including financial infrastructure and technology services.

Why it matters / Key takeaways:

The judgment provides important clarification on the boundaries of notification obligations under the Italian FDI regime and the limits of governmental intervention in relation to financing transactions secured by pledges over shares. Long awaited by practitioners and market participants, the ruling restores greater legal certainty for lenders and investors and confirms that, in the absence of a transfer of voting rights or governance powers, the mere creation of pledges over shares in strategic companies does not in itself trigger a notification obligation.

Summary of Update:

The ACM entered 2026 with a clearer and more assertive strategic posture. On 26 January 2026, it published both its annual agenda and the first-ever State of the Market report.

Read together, the two documents lay the analytical and policy groundwork for expanding the ACM’s toolkit, notably through proposed call‑in powers for below‑threshold transactions and the introduction of a Dutch market investigation or “new competition tool” regime. The State of the Market report’s emphasis on rising concentration and systemic dependencies directly supports the ongoing legislative consultation on expanding merger control powers.

The report identifies three structural trends shaping the ACM's enforcement outlook. First, increasing market concentration and declining entry and exit rates point to weakening competitive dynamics and a heightened risk of incumbent entrenchment. Second, the Dutch economy is becoming increasingly dependent on a small number of large, non‑EU technology providers, particularly in cloud services and digital infrastructure, raising concerns about resilience and strategic autonomy. Third, the ACM frames competition policy as a broader instrument to support innovation, resilience and major economic transitions, including digitalisation, energy and sustainability.

Against this backdrop, the ACM's Agenda 2026 signals a more interventionist enforcement approach. The ACM will scrutinise private equity "buy‑and‑build" strategies, particularly in credence‑goods markets, and continue to prioritise digital platforms competing for user attention, with a strong focus on protecting consumer autonomy, minors and addressing data‑driven harms. Cloud services, data access, energy infrastructure (notably grid congestion), and sustainability enforcement, including greenwashing and forthcoming EU responsible business conduct rules, remain core priorities.

For further information, please see our recent blog post.

Sector Relevance: General.

Why it matters / Key takeaways:

• The ACM is expanding in scope, coordination, and ambition, increasingly adopting a holistic, assertive approach, while laying the groundwork for a broader intervention.
• Companies may wish to reassess competition risk, integrate regulatory considerations earlier into transactions, and prepare for closer scrutiny as resilience, data access and competition become more tightly linked in Dutch enforcement practice.

Summary of Update:

In November 2025, the Polish Competition Authority ("OCCP") adopted new guidelines for leniency programme, updating the previous guidance issued in 2017. Key changes include the incorporation of the leniency filing procedure introduced by the ECN+ Directive and specific guidance on leniency applications submitted by capital groups. Notably, the guidelines are to be applied to all leniency filings from 20 May 2023 onwards, meaning they will have retroactive effect—a point that is currently the subject of legal debate in Poland.

Sector Relevance: General.

Why it matters / Key takeaways:

The new guidance adopted by the OCCP aims to increase legal certainty for businesses seeking to benefit from the leniency programme, particularly by aligning the Polish framework with relevant EU legislation introduced since the previous guidelines were issued. However, the practical implications of these changes, especially the retroactive application, remain to be seen.

Summary of Update:

The OCCP has initiated proceedings against Apple, alleging that the company may be restricting competition in the mobile applications market. The investigation centres on Apple’s App Tracking Transparency ("ATT") framework, which requires third-party app developers to obtain user consent for tracking activities, while Apple’s own services are not subject to the same requirements. The OCCP is assessing whether this differential treatment places external developers at a disadvantage, potentially amounting to an abuse of Apple’s dominant position.

The proceedings will determine whether Apple’s practices hinder fair competition and limit consumer choice. Should the allegations be substantiated, Apple could face significant fines up to 10% of its turnover.

Sector Relevance: Digital services.

Why it matters / Key takeaways:

This case underscores the OCCP’s ongoing focus on digital platform conduct, and reflects a broader trend of heightened scrutiny of major technology companies by competition authorities across Europe as other national competition authorities are currently also examining the ATT policy. Notably, in March 2025, the French competition authority issued a decision concerning Apple, imposing a fine of €150 million.

Summary of Update:

In recent months, the RCC has issued two conditional clearance decisions in the food retail and healthcare sectors.

In the food retail sector, the RCC conditionally cleared the acquisition of local supermarket chain La Cocos by the Schwarz Group (which already operates Lidl and Kaufland in Romania). The clearance was made subject to commitments including obligations to:

• maintain the current pricing strategy of La Cocoș stores, without exceeding the reference gross margin, for a period of 4 years from the completion of the transaction;
• not close or limit the activity of the La Cocoș network for a period of 5 years from the completion of the transaction, ensuring the continuity of commercial activity under the same brand and in its current form;
• expand the La Cocoș network nationwide by opening or initiating procedures to open new stores over the next 5 years;
• keep La Cocoș separate from the corporate and operational structures of Kaufland Romania and Lidl Romania for a period of 5 years; and
• not carry out acquisitions below notification thresholds in the food retail market.

In the healthcare sector, the RCC conditionally cleared the acquisition of local chain Regina Maria by Mehiläinen Oy; the commitments, as published for public debate, concerned assisted human reproduction services and include:

• Price caps for a period of three years in clinics in certain cities, except for the annual inflation indexation and justified cost adjustments (taxes, changes in doctors’ fees); and
• An obligation not to condition these services on the purchase of other complementary services and an obligation not to adopt commercial strategies that bundle several services into a more expensive offer; therefore, any discount applied to packages that include assisted reproduction techniques together with other Regina Maria medical services must also be available to patients who purchase them separately.

Moreover, the RCC has recently submitted for public debate a set of proposed commitments in the courier services sector, in connection with the acquisition by Sameday of local player Cargus.

Sector Relevance: General, particularly food retail, healthcare services, logistics and courier services.

Why it matters / Key takeaways:

• These cases point to a more intensive and interventionist merger control practice by the RCC, with conditional clearances becoming more prominent across multiple sectors.
• The authority is showing a clear preference for behavioural remedies, particularly where concerns relate to post‑merger pricing levels, service bundling or changes to established business models.

Summary of Update:

The RCC has fined Thelios SpA, the exclusive manufacturer and distributor in Romania of luxury products belonging to the LVMH Group (Louis Vuitton – Moët & Chandon – Hennessy), for participating in an anticompetitive vertical agreement prohibiting the sale of luxury eyewear.

According to the authority, Thelios prohibited its retail partner, Shades Originators SRL, from selling luxury eyewear via its online store. This restriction limited the use of online distribution channels and reduced consumer choice in the Romanian market for luxury eyewear.

The RCC imposed a fine of approximately €1 million on Thelios SpA. In contrast, as Shades Originators SRL applied for the leniency policy and reported the anti-competitive practices, the company benefited from full immunity from the fine.

Sector Relevance: Luxury goods, e-commerce and online retail.

Why it matters / Key takeaways:

• The RCC has frequently sanctioned vertical price restrictions and this decision is an example of a diversification of its vertical restriction practice.
• The decision aligns with a broader EU-wide trend of heightened scrutiny of online sales restrictions in the luxury sector.
• The decision illustrates that leniency is available for vertical restraints under Romanian competition law, and may increase incentives for retailers subject to restrictive distribution practices to come forward.

Summary of Update:

The RCC sanctioned several companies in the automotive sector, including Automobile-Dacia SA and Renault Technologie Roumanie SRL, for participating in horizontal no-poach agreements that restricted competition in the labour market.

According to the RCC, the companies agreed not to compete for the recruitment and hiring of each other's skilled/specialised workforce associated with vehicle production activities and/or other related activities, including engineering and technical consulting services in Romania. Additionally, the companies allegedly agreed not to recruit human resources from one another without prior consent.

The RCC characterised these arrangements as a form of market-sharing in the labour market, and this decision marks the first time that the RCC has formally sanctioned no-poach practices.

Sector Relevance: General, particularly in sectors requiring specialised workforce.

Why it matters / Key takeaways:

• The RCC has signalled increased vigilance with regards to restrictive practices in labour markets, and has also launched an investigation for, inter alia, no poaching practices in the dental services sector last year.
• The case aligns with a broader enforcement trend targeting labour-market restrictions, including no-poach and wage-fixing agreements.

While no significant new trends have emerged in the regulation of FDI in Spain, there is a clear and increasing focus on the defence sector and all related matters including FDI and other security restrictions. This area is receiving particular attention due to its strategic importance and implications for national security.

Summary of Update:

On 11 February 2026, amendments to the Communiqué concerning Mergers and Acquisitions Calling for the Authorisation of the Competition Authority entered into force, significantly revising the Turkish merger control turnover thresholds.

Under the revised regime, a transaction will now be notifiable where either: (i) the combined Turkish turnover of the parties exceeds TRY 3 billion (up from TRY 750 million) and the Turkish turnover of at least two parties each exceeds TRY 1 billion (up from TRY 250 million); or (ii) in mergers, at least one party, and in acquisitions, the target, has Turkish turnover exceeding TRY 1 billion (up from TRY 250 million), while another party has global turnover exceeding TRY 9 billion (up from TRY 3 billion).

The amendments also recalibrate the technology undertakings exception for undertakings in Türkiye. Where the target (or one of the merging parties) qualifies as a Türkiye‑resident technology undertaking, a filing may be triggered at lower target‑side thresholds, notably where the technology undertaking’s Turkish turnover exceeds TRY 250 million, combined with either a TRY 3 billion combined Turkish turnover or a TRY 9 billion global turnover of another party. This revision narrows the scope of the exception compared to the previous regime, which applied irrespective of the target’s local nexus with no target-side turnover thresholds. In addition, the amendments introduce a transitional rule allowing the TCA to terminate ongoing reviews that fall below the new thresholds, a simplified notification form, and clarifications on turnover calculation for carve‑outs and partial transfers.

Sector Relevance: General.

Why it matters / Key takeaways:

• Fewer mandatory filings: Significantly higher thresholds are expected to reduce the number of notifiable transactions in Türkiye.
• Greater focus on material cases: The Turkish Competition Authority aims to concentrate resources on transactions with genuine competitive relevance.
• Technology deals remain under scrutiny: Acquisitions involving Türkiye‑resident technology undertakings may still trigger filings under lower, targeted thresholds.
• Potential early exits for pending cases: Ongoing reviews may be terminated if they no longer meet the revised thresholds.
• Reduced filing burden: The new simplified notification form eases procedural requirements for transactions with limited overlaps.

Summary of Update:

The CMA draft Annual Plan for 2026–27, the first under its 2026–29 Strategy, sets five core objectives: promoting effective competition, strengthening consumer protection, advising government on pro-competition policy, fostering a regulatory environment that attracts investment, and prioritising UK interests. The Plan emphasises clarity and predictability in enforcement while embedding the CMA’s “4Ps” reforms- pace, predictability, proportionality and process - to improve stakeholder engagement and regulatory outcomes. It aligns with proposed legislative reforms to enhance CMA Board accountability in merger and market investigations.

Consumer protection is placed as a top priority. The CMA is progressing its first investigations under the Digital Markets, Competition and Consumers Act 2024, targeting egregious practices such as aggressive sales tactics, fake reviews, hidden fees and unfair contract terms. In competition enforcement, the CMA will focus on anti-competitive conduct that hinders innovation in key growth sectors, tackle bid-rigging in public procurement using AI tools, and deter algorithmic price collusion.

As part of its operational transformation, the CMA is expanding its use of digital tools and AI, including an automated merger intelligence system and capabilities to interrogate algorithms and large datasets. The CMA also commits to using its full enforcement and engagement toolkit – including formal investigations, settlements, guidance and advocacy – to deliver timely, proportionate and impactful outcomes for consumers, businesses and the wider economy.

Sector Relevance: General.

Why it matters / Key takeaways:

• Sets enforcement and policy priorities for the year ahead.
• Provides insight into areas of likely regulatory scrutiny.
• Relevant for all businesses operating in the UK, especially those in digital and consumer sectors.
• Signals increased focus on economic growth and consumer outcomes.

Summary of Update:

The Department for Business and Trade and the CMA are consulting on significant reforms to the UK’s competition and merger control framework. Key proposals include changing the panel decision-making model for Phase 2 merger investigations to a committee structure similar to that used for digital markets, and measures to improve the predictability of the merger regime. The markets regime would be streamlined by merging market studies and investigations into a single “market review” with a statutory 24-month time limit, enabling faster and more flexible inquiries. Jurisdictional thresholds would be clarified: the share-of-supply test would be limited to a closed list of criteria, and a statutory list of factors (such as significant shareholding or board/veto rights) would define “material influence” for merger control, increasing legal certainty. Other proposed changes include doubling the Phase 1 remedy period to 20 working days, giving the CMA stronger powers to investigate algorithms for anti-competitive harms, introducing a potential ministerial approval role for key CMA guidance, and pausing statutory deadlines over Christmas. These reforms aim to streamline decision-making, enhance transparency, and provide greater certainty for businesses engaging in transactions.

Sector Relevance: General.

Why it matters / Key takeaways:

• Institutional changes will affect how mergers are reviewed and decided.
• All businesses considering UK mergers or acquisitions should monitor developments.

Summary of Update:

The CMA is consulting on its first set of proposed conduct requirements under the DMCC, targeting Google’s general search services (including its new AI-powered search features). The consultation proposes four key obligations: to ensure transparent, fair search rankings (preventing Google from unfairly favouring its own services and giving advance notice of significant algorithm changes); to introduce user choice improvements (default search “choice screens” on Android devices and the Chrome browser to make it easier for users to switch their default search provider); to guarantee data portability (so users and businesses can access and transfer their search data to other services); and to better protect publishers (allowing them to opt out of Google’s AI-generated search overviews of their content without any ranking penalty, and requiring proper attribution when such content is used in AI overviews). The consultation closed on 25 February 2026.

Sector Relevance: General.

Why it matters / Key takeaways:

• Marks the first use of new digital markets powers.
• Indicates the CMA’s readiness to regulate AI-driven services.
• Likely to set precedent for future conduct requirements.
• Businesses in digital markets should assess compliance and potential impact.

Summary of Update:

The CMA has imposed its first fine under the DMCC, ordering Euro Car Parks Ltd to pay £473,000 for failing to comply with a statutory information notice. This case demonstrates the CMA’s enhanced power to unilaterally issue fines for non-compliance with legal information requests without needing court action, a significant change introduced by the DMCC. The £473,000 fine (75% of the maximum allowed) was imposed in December 2025 and announced in February 2026. The penalty relates solely to non-compliance with the information request – no consumer protection case is currently open against Euro Car Parks, and no breach of consumer law has been determined. Euro Car Parks is appealing the decision, so the fine is not payable until the High Court appeal is resolved. Notably, the DMCC's fining powers for information-request failures extend to the CMA’s other areas of work (such as merger control, market studies and competition enforcement), replacing prior £30,000 caps with maximum penalties of up to 1% of a business’s turnover.

Sector Relevance: General.

Why it matters / Key takeaways:

• Demonstrates the CMA’s strengthened enforcement toolkit.
• Highlights the importance of timely and complete responses to CMA RFIs.
• Signals increased compliance risks for businesses across all sectors.
• Sets a precedent for future enforcement under the DMCCA.