Commission opens consultation on draft of new Merger Guidelines
The European Commission has launched today a public consultation inviting comments on the draft of the new EU Merger Guidelines. These will replace the current Horizontal Merger Guidelines and the Non-Horizontal Merger Guidelines. This marks the most significant reform in EU merger control of the past two decades.
The public consultation follows a Call for Evidence, which included an initial public consultation launched in May 2025, and several stakeholder events held by the Commission. The contributions received from different stakeholders since the beginning of the review process have informed the drafting of the text published today.
President Ursula von der Leyen said: “Europe needs bold, innovative companies that can compete on the global stage. We have the talent. Now we must build the environment for Europe’s next champions. Today, we are publishing our draft merger guidelines to better support companies to thrive, scale, and innovate. This is an ambitious approach to our competition policy – so we can meet the realities of the fiercely competitive global economy and boost our competitiveness, while preserving the predictability and certainty that investors value most in Europe.”
Any interested stakeholder can contribute by replying to the questionnaire available here by 26 June 2026.
Proposed key changes
The draft Merger Guidelines aim to modernise the way the Commission assesses mergers to reflect today’s changed geo-political and trade context, where industrial scale and global competitiveness, as well as innovation and investment have become increasingly important, and sustainability and resilience have become relevant parameters for competition.
The growth and scaling-up of firms in the global markets to reach the necessary size to compete can be procompetitive by favouring innovation, investment and resilience, and are necessary to drive sustainable economic growth and to compete and lead globally.
The draft Merger Guidelines seek to:
- support and boost the EU’s global competitiveness;
- focus on innovation and investment as part of a more dynamic approach to merger assessment. This includes providing guidance on the assessment of dynamic harm and ‘killer acquisitions’, while introducing an ‘Innovation Shield’ for unproblematic mergers involving small innovative companies, including start-ups and R&D projects;
- recognise sustainability and resilience as important competitive realities, providing guidance on how their positive contributions to the economy and society as a whole may be considered in merger control reviews;
- update and refine the guidance on the analysis of market power, foreclosure and coordination. This will ensure that the Commission is equipped to address the impact of different types of mergers on price, quality and innovation in an evolving economy;
- provide detailed guidance on how the Commission will assess merger benefits – referred to as efficiencies – that are advanced by companies, including positive dynamic efficiencies related to innovation and investment which may take longer to materialise; and
- present new guidance on the situations in which Member States can intervene in otherwise unproblematic mergers to protect legitimate public interests.
The draft Merger Guidelines have been designed as a new approach to provide predictability and certainty, including positive guidance on how scale can be procompetitive. They also contribute to the wider objectives of competitiveness, sustainability, social fairness, and resilience.
A summary of the main proposed technical novelties introduced in the draft Merger Guidelines is available here.
Next steps
The public consultation will be open for comments until 26 June 2026. All interested stakeholders can submit their views.
The Commission will analyse the responses to the public consultation and publish the contributions in the language in which they were submitted, along with a summary of main input trends, on the dedicated webpage of the Commission’s competition website.
In addition to the public consultation, the Commission will continue engaging with citizens and businesses, as well as other relevant stakeholders, in other formats before finalising its review process. This will include an interactive stakeholder workshop on 10 June 2026.
Background
The main objective of the EU merger control system is to preserve a vibrant and competitive internal market, with dynamic competition. It allows companies to gain scale, to innovate, to invest, and to offer better products. At the same time, merger control prevents the accumulation of market power in the hands of one or a small number of companies, which can harm consumers and businesses, and damage the EU’s productivity and economic growth.
The legal basis for EU merger control is the EU Merger Regulation. In assessing proposed mergers, the Commission considers whether they can be expected to significantly impede effective competition in the EU. This includes an assessment of whether the merger will bring about procompetitive benefits, known as efficiencies, outweighing any potential harm, to the extent such arguments are brought forward by the merging parties. If proposed mergers do not significantly impede effective competition, as a result of the overall assessment of benefits and harms, they are approved unconditionally. If they do, the merging companies may offer remedies, such as proposing certain modifications to the deal that would guarantee continued competition on the market. If no adequate remedies to the competition concerns have been proposed by the merging parties, the Commission shall prohibit the transaction, to prevent harmful effects on businesses and consumers in terms of higher prices, lower quality or a more limited choice of goods or services. Over the last ten years, over 99% of the Commission’s merger decision were clearances, of which about 95% were unconditional clearances.
In the context of the review process the Commission has organised several engagement initiatives promoting the debate on the key topics of the review and seeking input from different relevant stakeholders. This included a General and In-depth Consultation, from May to September 2025, two stakeholder workshops in December 2025 and January 2026, and a conference with Executive Vice-President Ribera in March 2026.
The input received during these and other engagement initiatives, have fed into the drafting of the new draft Merger Guidelines published today. In addition, the Commission has commissioned an economic study on the dynamic effects of mergers, which will also inform the review process.
