A change called for by the FCA for years
The French merger control thresholds have remained unchanged since their introduction around 20 years ago, despite significant developments in the economic environment. This has resulted in a significant increase in the number of transactions notified to the FCA. The FCA reports that, between 2010 and 2025, the number of filings rose by 59%.
2025 saw a record number of notifications (328 transactions, an 11% increase from the previous record set in 2024 and representing a total transaction value of EUR31 billion). 94% of these transactions were cleared unconditionally in phase 1.
While the bill was first introduced more than two years ago, the legislative process was delayed following the dissolution of the French National Assembly in June 2024 and consequential changes of governments.
Meanwhile, to limit the FCA resources required to deal with the considerable number of transactions, the FCA introduced a “trust agreement” with antitrust lawyers. This allows for a streamlined process, without pre-filing, for transactions that can benefit from the simplified procedure.
With the new thresholds, the FCA estimates that around 20-30% of the transactions currently subject to French merger control review will no longer be notifiable.
The new higher thresholds
There are three categories of French merger control thresholds, set out in Article L. 430-2 of the French Commercial Code: (i) general ones, (ii) thresholds specific to the retail sector, and (iii) thresholds specific to the French overseas territories.
Under the new general thresholds, any merger will be subject to review by the FCA if the following three conditions are met:
- the total worldwide turnover, excluding tax, of all the undertakings or groups of natural or legal persons involved in the concentration exceeds EUR250 million (increased from EUR150m)
- the total turnover, excluding tax, achieved in France by at least two of the undertakings or groups of natural or legal persons concerned exceeds EUR80m (increased from EUR50m)
- the transaction does not fall within the scope of the EU merger control regime.
The new retail specific thresholds will apply where at least two of the parties to the concentration operate one or more retail outlets and the following three conditions are met:
- the total worldwide turnover, excluding tax, of all the undertakings or groups of natural or legal persons involved in the concentration exceeds EUR100m (increased from EUR75m)
- the total turnover, excluding tax, achieved in France in the retail sector by at least two of the undertakings or groups of natural or legal persons concerned exceeds EUR20m (increased from EUR15m)
- the transaction does not fall within the scope of the EU merger control regime.
The thresholds specific to French overseas territories will remain unchanged. The FCA considers that increased scrutiny is justified in these regions on the basis that they face high market concentration and high cost of living issues, notably due to their insularity and distance from mainland France.
As a reminder, where at least one of the parties to the merger carries out all or part of its business in one or more French overseas département, in the département-région of Mayotte, in the Wallis and Futuna islands, or in the overseas collectivities of Saint-Pierre-et-Miquelon, Saint Martin, and Saint Barthélemy, any merger is subject to FCA review where the following three conditions are met:
- the total worldwide turnover, excluding tax, of all the undertakings or groups of natural or legal persons party to the concentration exceeds EUR75m
- the total turnover, excluding tax, achieved individually in at least one of the departments or local authorities concerned by at least two of the undertakings or groups of natural or legal persons concerned exceeds EUR15m, or EUR5m in the retail sector, without it being necessary for this threshold to be reached by all the undertakings concerned in the same department or local authority
- the transaction does not fall within the scope of the EU merger control regime.
Entry into force
Following review by the Constitutional Council (Conseil constitutionnel) on May 21, 2026, the bill was promulgated by President Macron as Law No. 2026-403 and published in the official journal on May 27, 2026.
The new merger control thresholds will therefore enter into force on September 1, 2026, and apply to merger transactions notified to the FCA starting on that day.
Up next: call-in powers
Alongside the introduction of increased merger control thresholds, the FCA is also calling for the ability to examine below-threshold transactions, i.e., deals (even those that have already been completed) that do not meet notification requirements, but could nevertheless raise antitrust concerns.
In 2025, the FCA had launched a public consultation on potential tools to address below-threshold mergers.
The authority presented three different options, including two that would require legislative intervention:
- the creation of a call-in power based on quantitative (turnover) and qualitative (mergers that threaten to significantly affect competition in France) criteria
- the introduction of a new mandatory notification threshold for companies that hold a certain degree of market power as established by the FCA or the European Commission in a previous decision (e.g., a dominant position or designation as a gatekeeper under the EU Digital Markets Act), and/or
- the FCA would limit its action against below-threshold mergers to the enforcement of the existing antitrust rules on anticompetitive practices.
The FCA indicated in April 2025, and confirmed in January 2026, that it was moving toward option 1, i.e., a call-in power based on clear criteria (such as an easily assessable turnover threshold, a local nexus requirement, and a criterion for identifying antitrust risks), and with clearly defined and short timelines for when the power could be exercised.
We anticipate that the call-in power will be proposed to the French Parliament in the coming months, although it is unlikely to take effect until after the presidential election in 2027.
This move in France is part of a wider merger control trend across the EU where, encouraged by the European Commission, a number of EU member states are adopting or looking to introduce similar below-threshold call-in provisions. As this number grows, it creates increased uncertainty for merging parties. Considering the likelihood of call in as part of the initial antitrust risk assessment is crucial.
