France Eases Merger Control Burden With Major Thresholds Increase

On 14 and 15 April, the French Parliament adopted a new law[1] introducing a long-awaited reform that increases the French merger control notification thresholds that trigger mandatory filings to the French Competition Authority (FCA).

Key Takeaways Revised thresholds: Both the general and retail-specific French thresholds have been increased while the thresholds applicable to French overseas and territories have remained unchanged. Entry into force: The new thresholds will apply four months after the publication of the law, which is delayed until the French Constitutional Court confirms its validity. It is expected that the new thresholds will apply after summer 2026. Consequences: According to the FCA, the new law will reduce the number of notifications by 20–30%. No safe harbor for transactions below thresholds: Transactions below the thresholds that may raise competition concerns have been and will continue to be scrutinized by the FCA (relying on the Towercast judgment). French call-in power: The FCA has been actively advocating for the introduction of a “call-in power” to review below-threshold transactions. The mechanism is not included in the new law but remains a key policy objective for the FCA.

 

A Long-Awaited Reform

This reform marks the first significant revision of the French merger control regime. French notification thresholds have remained unchanged for over two decades despite inflation and overall economic growth, meaning that the current framework has progressively expanded the scope of notifiable transactions beyond the original intent.[2]

As a result, the FCA has faced a steady increase in filings — mostly for transactions unlikely to raise substantive competition concerns — placing a growing administrative burden for companies and contributing to a higher volume of filings for the FCA.

Raising the notification thresholds will reduce the number of reportable deals, and the FCA will refocus enforcement on transactions that are more likely to raise competition concerns, thus enabling the agency to allocate its resources more efficiently. In practice, the FCA expects a reduction of reportable filings of approximately 20–30%,[3] particularly for mid-sized private equity transactions and in sectors such as retail, which have historically generated a significant number of notifications.

Introduction of New Thresholds

The new regime raises the French thresholds as set out below:

		Current Thresholds	Revised Thresholds
General Thresholds	Combined worldwide revenues of parties concerned	€150m	€250m
	Individual French revenues (of at least two parties)	€50m	€80m
Retail-Specific Thresholds	Combined worldwide revenues of parties concerned	€75m	€100m
	Individual French revenues (of at least two retail operators)	€15m	€20m

The thresholds applicable to French overseas departments and territories remain unchanged.[4] The reform also does not affect the allocation of EU jurisdiction: Transactions meeting EU merger control thresholds will continue to fall within the exclusive jurisdiction of the European Commission.

Expected Entry Into Force

The revised thresholds will enter into force on the first day of the fourth month following the publication of the law in the Official Journal and will apply to transactions notified from that date onward.

The exact timing remains uncertain as the law was referred to the French Constitutional Court on 21 April. While this referral temporarily delays publication, the referral does not challenge the provisions relating to the merger control thresholds.

Assuming that the law is published in May or June 2026, the new thresholds would likely take effect in Q4 2026. Timing will be critical for transactions currently under negotiation or nearing signing, particularly if parties’ revenue falls close to the existing thresholds but below the revised ones. Companies should factor this timing when assessing potential filing obligations and considering deal timelines.

Below-Thresholds Transactions Still on the Radar

The reform aims at striking a balance between reducing the administrative burden on companies (by excluding low-risk transactions from mandatory review) while allowing effective merger control enforcement by the FCA.

However, it does not signal any relaxation of substantive scrutiny. The FCA has made clear, through both its enforcement practice and policy initiatives, that transactions falling below the thresholds may attract scrutiny if competition concerns arise.

• First, the FCA has relied on and is likely to continue relying on the Towercast judgment[5] to review certain non-notifiable transactions ex post. It has already applied this approach in recent cases, such as the divestment of agreements forming a merger concluded between three companies active in the meat-cutting sector, which was reviewed under Articles 101 of the Treaty on the Functioning of the European Union (TFEU) and L420-1 of the French Commercial Code in May 2024,[6] as well as regarding Doctolib’s acquisition of MonDocteur, which was reviewed under Articles 102 TFEU and L420-2 of the French Commercial Code in November 2025 (a decision currently under appeal).[7]
• Second, the FCA has been actively advocating for the introduction of a “call-in power” that would enable it to review below-threshold transactions in the French legal system. Although the mechanism was not included in the newly adopted law, it remains a key policy objective and the FCA is likely to continue advocating for the introduction of such tool.

In this context, companies should not assume that falling below the thresholds provides any safe harbor. Transactions involving competitors with high market shares, concentrated markets and/or cross shareholdings, among other indices, warrant very careful preliminary assessment.