Belgian merger control reviews impact M&A timelines

The authority also gives pointers to merging parties on how they can help speed up the review period, particularly during the pre-notification phase.

All of this fits with a growing trend for antitrust authorities across the globe to take steps to streamline processes and inject more pace into their merger control reviews.

We have pulled out six key insights from the BCA’s overview.

1. More reviews, but nearly all end in unconditional phase 1 clearance

The data shows an increase in notified transactions and decisions. In 2024, the BCA received 42 merger control filings and adopted 43 decisions. The number of cases has risen steadily in recent years, up from an average of 27 decisions per year between 2013 and 2021.

Intervention levels are, however, relatively low. In the last three years (2022–2024), all deals were cleared at phase 1, with only two cases each year requiring remedies. Just one transaction was referred to phase 2 but was abandoned before the BCA reached its decision.

2. Review periods can be lengthy

Overall, the time taken to obtain clearance from the BCA can be extensive. The BCA provides the average timelines for 2024:

• For simplified procedure cases (an expedited review process for transactions meeting certain criteria): 45 working days for the pre-notification phase and eight working days for the formal review, i.e., a total of 53 working days, or around two and a half months.
• For standard procedure cases: 74 working days for the pre-notification phase and 43 working days for the formal review, i.e., a total of 117 working days, or around six months.

However, the authority claims that its timelines are similar (or even shorter) than those in other key jurisdictions.

Under the simplified procedure—which applies to more than 80% of Belgian notifications—the formal review phase is indeed quick. But lengthy pre-notification, even in these straightforward cases, can extend the overall process significantly. Following the steps at point 3 below will help parties to keep the pre-notification phase to a minimum.

3. An efficient pre-notification is crucial to a smooth review

The BCA stresses the importance of early engagement by merging parties.

To expedite the review, the BCA encourages parties to provide internal documents and key economic data upfront before the formal notification is made.

Responding promptly to BCA requests for information, including full information in the draft notification form, and facilitating direct meetings between the parties’ representatives and the case team (including at the company premises), will also help.

4. Derogations from the standstill obligation are not uncommon

The Belgian merger control regime is, like many others, suspensory. This means that parties cannot close their transaction before obtaining a clearance decision.

However, in some circumstances, this standstill obligation can be lifted. The statistics show this is not just a theoretical possibility: between 2022 and 2024, seven transactions were granted (partial) derogations prior to approval, mostly due to financial difficulties of the target business.

Decisions in these cases are quick (one to seven days after the parties’ formal application).

5. Greater resources should mean more efficient case handling

The BCA notes that, since 2021, its staff members have doubled. And, since 2022, a dedicated Merger Task Force—consisting of 20 case handlers under the lead of a coordinator and three managers—has been handling merger control cases.

The authority heralds these organizational changes as allowing for “a more effective, efficient and consistent management of cases.”

And it appears that more efforts to streamline processes are yet to come. The BCA commits to a “comprehensive review” of the merger control procedure in the coming months.

6. Below-threshold deals are not safe from scrutiny

Reviewing potentially anticompetitive transactions that do not meet merger control notification thresholds is—as with many antitrust authorities—clearly on the BCA’s radar.

The Belgian merger control rules do not enable the BCA to “call-in” below-threshold M&A. Instead, the BCA notes its “pioneering efforts” in using behavioral antitrust enforcement powers to scrutinize such deals. Find out more in our alert which considers recent BCA activity in this area, in the context of a landmark French sanction.

Watch out for the latest edition of our global merger control enforcement report, where we will examine the trends that are impacting M&A.