Trend 7
Penalty risk is uneven and often opaque
Merger control penalties remain infrequent, but can be significant when imposed
DealSCREEN Index shows that merger control penalties for closing a transaction without first obtaining clearance (gun-jumping) and failure to file are imposed sporadically. However, when they do occur, fines can be substantial, with annual penalty exposure often driven by a small number of high value cases, reflecting a low frequency but high impact enforcement pattern. Recent enforcement illustrates this: the highest penalties for gun‑jumping were imposed in Austria in 2025 and in Slovakia in 2024.
Austria (2025) - Gun-jumping
Lithuania (2025) - Failure to notify
Slovakia (2024) - Gun-jumping
US (2025) - Gun-jumping
Austria (2025) - Gun-jumping
Lithuania (2025) - Failure to notify
Slovakia (2024) - Gun-jumping
US (2025) - Gun-jumping
This sits alongside a broader shift in how penalties are designed. Several authorities have introduced tiered or revenue‑linked penalty frameworks, widening both the range and potential scale of fines. In China, new penalty guidelines effective from February 2025 introduce a risk‑based escalation from administrative fines of up to 10% of revenue, rising to 50% for severe and intentional misconduct. Lithuania has similarly tightened its approach by calculating fines for unnotified transactions by reference to global turnover (up to 10%), signalling a move towards more formalised and potentially more severe penalty regimes.
Merger control fines for gun‑jumping and failure to notify (2024–2025)
DealSCREEN data shows that while penalties for gun‑jumping were marginally more frequent than for failure to notify, their overall value was substantially higher, largely driven by the €70 million fine imposed in Austria.
Beyond gun‑jumping and failure‑to‑file sanctions, authorities are also actively fining businesses for non‑compliance with information requests, remedies and interim enforcement measures (i.e. obligations imposed to preserve competition and prevent the parties from integrating during a merger investigation). Recent cases include penalties imposed by competition authorities in the US, Korea, the UK and France for such conduct. This signals increased scrutiny of parties’ behaviour throughout the post‑signing and remedies implementation phase.
Case Study Minority shareholdings and stakeholdings are not risk‑free
In June 2025, the European Commission fined Delivery Hero and Glovo EUR 329 million for anti‑competitive behaviour linked to Delivery Hero’s minority shareholding in Glovo. The European Commission found that the companies shared sensitive business information, coordinated aspects of their market behaviour and took steps that reduced competition between them, rather than acting as independent rivals. Delivery Hero progressively increased its stake in Glovo until it acquired full ownership. However, the infringement related to the period when Delivery Hero held only a minority stake. This was the first time the European Commission fined companies for anti‑competitive conduct facilitated by a non‑controlling shareholder, showing that significant penalties can arise in an M&A context even where an investor holds only a minority stake.
“For deal teams, the key shift is not towards routine fines, but towards materially higher downside exposure in a small number of cases, with some jurisdictions increasing the potential size of fines.”
FDI penalties remain opaque, with the US emerging as a notable outlier
Transparency around FDI penalties remains limited, with many authorities not publishing penalty decisions, making enforcement practices difficult to assess in practice. The US stands out as a notable exception, offering rare visibility into how FDI enforcement is evolving.
CFIUS: Penalties are becoming visible and material
breach of a mitigation agreement (first time CFIUS publicly named a breaching party)
material misstatements in filings (first penalty of its kind)
failure to maintain a mandated Security Director role
breach of a mitigation agreement (first time CFIUS publicly named a breaching party)
material misstatements in filings (first penalty of its kind)
failure to maintain a mandated Security Director role
Explore the trends shaping deal-making
Explore the trends shaping deal-making
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