Adoption of the Economic Life Simplification Bill: the Autorité de la concurrence welcomes the increase in the merger control thresholds

A simplification of merger control, which the Autorité has called for

Article 8 of the Economic Life Simplification Bill is the result of close collaboration with the French government to strike a balance between reducing the burden on companies, in particular SMEs, and the need to review merger transactions in the interests of consumers.

Merger control has been based, since 2004, on general thresholds and, since 2008, on additional thresholds specific to the retail sector and the French overseas territories.

These thresholds have remained unchanged since their introduction, despite significant changes in the economic environment. By December 2023, before the Bill was tabled in the Senate, cumulative inflation had reached nearly 40%, while cumulative growth in French nominal GDP stood at 65%. This trend reflects a corresponding increase in the average turnover of companies operating in France.

As a result, the absence of any revision of the thresholds has mechanically lowered their relative level and contributed to a significant increase in the number of transactions notified to the Autorité de la concurrence, which has progressively allocated growing resources to reviewing transactions that, in many cases, do not raise competition concerns. Between 2010 and 2025, the number of transactions notified rose by 59%.

Under Article 8 of the Bill, the thresholds set out in Article L. 430-2 of the French Commercial Code (Code de commerce) will be revised as follows:

The specific thresholds applicable to mergers in one or more overseas départements, in the département-région of Mayotte, in the islands of Wallis and Futuna and in the overseas collectivities of Saint Pierre and Miquelon, Saint Martin and Saint Barthelemy remain unchanged. The Autorité will therefore continue to apply a high level of scrutiny in these territories, where concentration issues and the high cost of living require particular vigilance.

Positive impacts for both companies and the Autorité

Under the revised thresholds, around 20-30% of the transactions currently subject to notification will no longer be notifiable, reducing the administrative burden on companies. Over the period 2018-2022, this simplification would have affected around 800 companies, including many SMEs, which would not have been required to notify their merger transactions to the Autorité.

Moreover, the increase in the thresholds will enable the Autorité to allocate its resources more effectively, focusing on the most problematic mergers, the review of predatory acquisitions, and major transactions referred for examination by the European Commission.

Alongside the increase in the notification thresholds, the Autorité is continuing its work to introduce a targeted call-in power for reviewing potentially problematic mergers falling below the revised thresholds, while minimising legal uncertainty for companies.

Entry into force of the new merger control thresholds

Subject to validation of the Bill by the Constitutional Council (Conseil constitutionnel) and its promulgation by the President of the Republic, the new merger control thresholds provided for in Article 8 of the Bill will enter into force on the first day of the fourth month following the publication of the Bill. The new thresholds will therefore apply to merger transactions notified to the Autorité de la concurrence as from the date of entry into force of the aforementioned Article 8.