Maastricht: The EU merger guidelines are about to change for the first time in two decades, and the Commission wants to finish the rewrite by the end of 2026. It published the draft for public consultation on 30 April 2026, and the consultation ran until 26 June. The text would replace the 2004 Horizontal Merger Guidelines and the 2008 Non-Horizontal Merger Guidelines. The review began in May 2025, after Mario Draghi’s 2024 report on EU competitiveness.
The draft merges horizontal and non-horizontal analysis into a single framework organised by type of anticompetitive effect. It looks beyond price to capacity, investment, innovation, labour, sustainability, resilience and security of supply. President von der Leyen’s mission letter to Competition Commissioner Teresa Ribera asked for adequate weight on such factors, and the draft follows that line.
Efficiencies enter early as theories of benefit, and the evidential standard matches the one for anticompetitive effects. The draft also adds a soft safe harbour, which works as an innovation shield, for acquisitions of small research-focused firms that meet certain conditions. Under the new EU merger guidelines, market share tiers and concentration indices remain but carry less weight, and the soft safe harbour for vertical and conglomerate mergers below 30 percent disappears.
The Commission also gives itself new ways to challenge a deal under the EU merger guidelines. Entrenchment of a dominant position becomes a standalone theory of harm, and minority shareholdings, common institutional ownership and portfolio effects receive explicit treatment. Labour market effects may now amount to a significant impediment to effective competition. The foreclosure section covers wider strategies, including degrading interoperability and favouring the merging parties’ own downstream products.
Another change concerns the counterfactual. The Commission may ask whether the target would have been sold to another buyer if the merger had not happened. A new section also addresses how Member States use Article 21(4) of the EU Merger Regulation to protect public interests, a point that matters for national governments.
Law firms read the draft as cutting both ways. Scale, innovation and resilience can support a merger, and they can also be used to oppose one. Companies planning large deals must therefore weigh the EU merger guidelines carefully, because the Commission already takes the draft into account even though it is not final.
The final text is due by the end of the year, and the EU merger guidelines will then shape every major deal review in the Single Market.
