Europe still judges corporate takeovers against two documents older than the modern smartphone. The horizontal merger guidelines date from 2004 and the non-horizontal set from 2008, and between them they have governed every deal the Commission has cleared, blocked or reshaped since. That framework is now being replaced, and the process has reached its quietest and most consequential stage.
Competition officials published a draft of the new guidelines on 30 April 2026 and closed the public consultation on 26 June. Lawyers, economists and companies filed submissions through the summer. Officials plan to finish the review in the final quarter of this year, with adoption expected either at the very end of 2026 or early in 2027. Nothing about that timetable will generate a press conference, yet it will shape which mergers get through for the next fifteen years.
The structural change matters most. The draft folds the two existing texts into a single instrument and abandons the old taxonomy that sorted deals into horizontal, vertical and conglomerate boxes. Instead the Commission proposes to assess the competitive effects a transaction actually produces, positive and negative, whatever shape the parties’ businesses take. Practitioners have argued for years that the boxes distorted analysis, because a platform acquiring an adjacent service rarely fits any of them cleanly.
Five guiding principles anchor the new approach, and the legal test itself does not move. Officials will still ask whether a deal significantly impedes effective competition. What changes is the reasoning around that question. The draft speaks noticeably more warmly about mergers that build pro-competitive scale, and it gives greater room to innovation, investment and resilience arguments that companies have pressed since the Draghi report landed.
Read one way, that is a genuine loosening. Read another, it simply writes down what enforcers have been doing since roughly 2015 and makes the reasoning reviewable. Several firms analysing the draft have reached the second conclusion, describing the text as codification rather than revolution. Both readings can hold at once, because guidelines bind the Commission’s own discretion more than they bind companies, and a written principle is easier to invoke before the General Court than an unwritten practice.
The politics behind the review are not subtle. European industry has spent two years arguing that competition rules block the consolidation needed to compete with American and Chinese rivals, particularly in telecoms and defence. Telecoms operators want fewer, larger national players. Competition officials have resisted the blunt version of that argument while conceding that market definition and efficiency analysis deserved a refresh. The draft reflects that compromise, and the final text will show how far the concession runs.
Companies planning transactions face an awkward interval. Deals signed now will be reviewed under guidelines that could change before the phase two decision arrives. Advisers have started drafting notifications that argue in both registers, invoking the old framework and the new principles simultaneously. That is expensive, and it is the predictable cost of a review that has run longer than the Commission originally promised.
The consultation record now sits with officials who must decide how much of the industry’s wish list survives contact with the case law. Whatever emerges will be the most important competition document Brussels produces this decade, and almost nobody outside the profession will read it.
