Trend 4
Closing enforcement gaps in merger control
Below‑threshold deals: expanding use of call‑ins and antitrust tools
In many jurisdictions, merger control filing requirements are traditionally based on specific turnover or asset thresholds. While these provide legal certainty, competition authorities have increasingly argued that they can prevent them from reviewing deals which are below these thresholds but which nevertheless may raise competition concerns.
Call-in powers expand the scope of merger control
Several jurisdictions, including Brazil, Canada, China, Japan, Mexico, South Africa, South Korea and the US, have mechanisms to review below-threshold deals, often targeting sensitive sectors or potential “killer acquisitions.” While the use of these powers remains selective, China’s State Administration for Market Regulation’s first decision on a below-threshold transaction (Wuhan Yongtong/Shandong Beida) in July 2025 highlights the scope of these powers. The European Court of Justice (ECJ)'s Illumina/Grail judgment (September 2024) prevented the European Commission from accepting referrals under Article 22 of the EU Merger Regulation where neither EU nor national thresholds are met. To close this gap, a growing number of EU Member States now have call-in mechanisms with others (including Belgium, Czechia, Finland, France, Greece and the Netherlands) actively considering them. Their use remains measured: Italy is currently the most active with nine call-ins (including two Phase II clearances with remedies and one transaction that was abandoned by the parties), while Denmark applied its power for the first time in August 2025 and Ireland in March 2026.
National merger control call‑in powers: in force and under consideration
Call-in powers in force
Brazil, Bulgaria, Canada, China, Cyprus, Denmark, Hungary, Iceland, Ireland, Italy, Japan, Latvia, Lithuania, Mexico, Norway, Romania, Slovenia, South Africa, South Korea, Sweden, US
Call-in powers under consideration
Belgium, Czechia, Finland, France, Greece, The Netherlands, Slovakia
“Below-threshold no longer means below regulatory scrutiny.”
Antitrust enforcement fills remaining gaps
Where merger control cannot reach below-threshold deals, EU Member States (including Belgium, France and the Netherlands) are turning to antitrust rules following the ECJ’s Towercast judgment. This confirmed that anti-competitive agreement rules and abuse of dominance rules can apply to acquisitions that do not meet merger control thresholds.
Doctolib (France)
On 6 November 2025, the French Competition Authority imposed a €4.7 million fine under its abuse of dominance rules in relation to a below‑threshold acquisition that fell outside merger control, following the ECJ’s Towercast judgment. The decision underscores the Authority’s willingness to intervene using antitrust rules where transactions fall outside mandatory merger review.
Dossche Mills / Ceres (Belgium)
On 22 January 2025, the Belgian Competition Authority opened an investigation under its anti‑competitive agreements rules into a below‑threshold acquisition that fell outside merger control. The parties subsequently abandoned the transaction in July 2025, highlighting the Authority’s willingness to intervene before completion using antitrust tools, following Towercast.
Some jurisdictions are expanding and tightening mandatory merger control regimes
A shift towards mandatory, suspensory merger control regimes with expanded enforcement powers is already visible in some jurisdictions.
Argentina is transitioning to a mandatory, suspensory merger control regime, with mandatory pre‑merger notification and clearance applying from November 2026.
Australia has completed its transition from a voluntary system to a mandatory, suspensory merger regime, fully effective from 1 January 2026.
Mexico has strengthened its mandatory merger control regime by expanding the scope of review, reducing exemptions, increasing enforcement powers and extending the post-closing period during which unnotified transactions may be investigated.
Explore the trends shaping deal-making
Explore the trends shaping deal-making
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