French merger control law is governed by Book IV, Section III of the French Commercial Code (FCC), specifically Articles L. 430-1 to Articles L. 430-10 (legislative provisions) and from Articles R. 430-1 to R. 430-10 (regulatory provisions).

The notification thresholds set out in Article L.430-2 of the FCC were recently revised by the Economic Life Simplification Act (Loi de simplification de la vie économique) of 26 May 2026. The new thresholds will be applicable as of 1 September 2026.

The French Competition Authority (FCA) applies its Merger Control Guidelines (the “Guidelines”), the last version of which dates back to 2020.

French law also refers to Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (the “EU Merger Regulation”):

• Articles 1, 5, 4.4, 4.5, 9 and 22 of the EU Merger Regulation are directly applicable in France; and
• while the remaining provisions of the Regulation are not directly applicable, the FCA interprets French law in line with the concepts defined in the EU Merger Regulation.

Finally, the FCA considers the case-law of the Court of Justice of the European Union and the General Court, as well as the decisional practice of the European Commission.

Beyond general merger control, France maintains sector-specific regimes and foreign direct investment (FDI) rules that may apply to certain transactions.

For FDI legislation, refer to 9. Foreign Direct Investment/Subsidies Review.

Specific Regimes

In banking and insurance, acquisitions of qualifying shareholdings in credit institutions, investment firms, finance companies, insurance undertakings and certain investment vehicles are subject to prior approval or notification to the Prudential Supervision and Resolution Authority (ACPR), and the FCA may consult the ACPR in the context of an in-depth merger review.

In the audiovisual sector, Law No 86 1067 of 30 September 1986 and the rules enforced by the Authority for Audiovisual and Digital Communication (ARCOM) set specific restrictions on foreign ownership.

Under Article 40, unless an applicable international agreement provides otherwise, an authorisation to operate a French language radio or television service broadcast may not be granted to a company in which foreign nationals hold more than 20% of the share capital or voting rights, directly or indirectly. Furthermore, no foreign national may carry out an acquisition that would bring the aggregate foreign-held stake in an already-authorised company above that 20% threshold.

Similarly, in the press sector, Law No 86 897 of 1 August 1986 on the legal framework for the press imposes two distinct layers of restriction.

• First, as regards foreign ownership, unless France has entered into an applicable international agreement granting foreign investors either treatment equivalent to that accorded to French nationals, or reciprocal press-sector rights, foreign persons are prohibited from carrying out an acquisition that would bring their stake, directly or indirectly, above 20% of the share capital or voting rights of a company publishing a French language periodical. “Foreign” is defined broadly to cover any company whose share capital or voting rights are majority-held by foreign persons, as well as any association whose majority of officers are of foreign nationality.
• Second, as regards concentration, Article 11 of the Law provides that any acquisition, takeover or lease-management of a printed daily newspaper of general political information is void if it would enable a person or group of persons to hold, control or manage, directly or indirectly, printed daily newspapers of that type whose combined circulation exceeds 30% of the total national circulation of all such publications, assessed over the twelve months preceding the transaction. This limitation applies exclusively to printed daily newspapers of general political information (information politique et générale) and does not extend to magazines or other periodicals.

Merger control in France is enforced by the FCA, an independent administrative authority.

The Minister of Economy retains limited residual powers under Article L. 430-7-1 FCC:

• the Minister may request the FCA to initiate a Phase II review at the end of Phase I, although the FCA retains full discretion as to whether to act upon such a request;
• if a Phase II investigation is conducted, the Ministry of Economy receives the FCA’s report and may submit observations; and
• after the FCA issues its final Phase II decision, the Minister may call in its power on public interest grounds (excluding competition concerns) and overturn the FCA’s decision. The Minister exercised this power only once, in 2018.

Appeals against FCA merger decisions lie with the Conseil d’Etat (French Administrative Supreme Court) (see 8. Appeals and Judicial Review).

Pre-merger notification is mandatory when the jurisdictional thresholds are met.

Where the jurisdictional thresholds are met, the acquiring party – or, in the case of a merger or joint venture, all parties concerned – must notify the FCA before completion, and refrain from implementing the transaction prior to clearance, unless a derogation is granted under Article L. 430-4 FCC.

If a transaction has been implemented without prior notification, the FCA may order the parties, under periodic penalty payments, to submit a notification, unless they unwind the transaction (Article L. 430-8, I FCC). In addition, the FCA may impose a fine for failure to notify.

Sanctions for failure to notify may be cumulated with those imposed for gun-jumping (implementing a concentration before the FCA’s clearance decision) (see 2.13 Penalties for the Implementation of a Transaction Before Clearance).

In both cases, fines may reach up to 5% of the French turnover of the undertakings concerned, regardless of intent. Intent will be considered only when determining the fine amount.

The FCA has imposed several fines for failure to notify and breach of the standstill obligation. The most recent case is Decision No 22 D 10 of 12 April 2022, in which the FCA fined COFEPP EUR7 million for both failing to notify its acquisition of Marie Brizard Wine & Spirits without prior notification, and completing the transaction without clearance.

Pursuant to Article L. 462-7, I FCC, the FCA cannot examine facts that occurred more than five years before the date of the change of control, unless investigative, establishment or sanctioning measures were taken within that period.

Under Article L. 430-1 FCC, a concentration shall be deemed to arise in the following cases:

• a merger between two or more previously independent undertakings;
• the acquisition of control (directly or indirectly, in whole or in part) over one or more undertakings by one or more undertakings, through the purchase of securities or assets, contracts or any other means (including shareholders’ agreements or changes to the articles of association that result in a change of control); and
• the creation of a joint venture that performs, on a lasting basis, all the functions of an autonomous economic entity.

The notion of control in French law is aligned with the definition under EU merger control. Under Article L. 430-1 FCC and Article 3 of the EU Merger Regulation, control is defined as the possibility of exercising decisive influence over an undertaking’s activities.

Control may arise from rights, contracts or other means – whether separately or in combination and considering the factual and legal circumstances – that confer the ability to exercise decisive influence. This includes:

• rights of ownership or rights to use all or part of the undertaking’s assets; or
• rights or contracts which confer decisive influence over the composition, deliberations, or decisions of the undertaking’s organs.

In practice, decisive influence may exist through veto rights, pre-emption rights, shareholders’ agreements facilitating co-ordinated voting, enhanced information rights, the power to appoint or remove members of the management or supervisory bodies, etc.

The acquisition of a minority shareholding is notifiable where it confers such decisive influence.

The notification thresholds set out in Article L.430-2 of the FCC were recently revised by the Economic Life Simplification Act (Loi de simplification de la vie économique) of 26 May 2026. For all transactions filed to the FCA as of 1 September 2026, the applicable thresholds are as follows:

General Thresholds

Under Article L. 430-2 I of the FCC, a transaction must be notified to the FCA if the following cumulative jurisdictional thresholds are met:

• the combined worldwide turnover (excluding VAT) of all undertakings concerned exceeds EUR250 million (previously EUR150 million);
• the turnover achieved in France (excluding VAT) by each of at least two of the undertakings concerned exceeds EUR80 million (previously EUR50 million); and
• the transaction does not meet the jurisdictional thresholds of the EU Merger Regulation.

Retail Sector

For transactions where at least two parties operate one or more retail stores (Article L. 430-2, II FCC), notification is required if the following cumulative conditions are met:

• the combined worldwide turnover (excluding VAT) of all undertakings concerned exceeds EUR100 million (previously EUR75 million);
• the turnover achieved in the retail sector in France (excluding VAT) by each of at least two of the undertakings concerned exceeds EUR20 million (previously EUR15 million); and
• the transaction does not fall within the scope of EU Merger Regulation.

Overseas Territories

A distinct set of thresholds governs transactions where at least one of the parties carries on all or part of its activities in one or more French overseas departments (namely Guadeloupe, Martinique, French Guiana and La Réunion), in the Department of Mayotte, Wallis and Futuna Islands, or in the overseas territories of Saint-Pierre-et-Miquelon, Saint-Martin and Saint-Barthélemy (Article L. 430-2, III FCC). Notification is required if the following cumulative conditions are met:

• the combined worldwide turnover (excluding VAT) of all undertakings concerned exceeds EUR75 million;
• the turnover (excluding VAT) achieved in at least one of the relevant overseas departments or territories by each of at least two of the undertakings concerned exceeds EUR15 million, or EUR5 million in the retail sector. This threshold need not be reached by all parties within the same department or territory; and
• the transaction does not fall within the scope of the EU Merger Regulation.

These thresholds have not been amended in the 2026 reform.

Calculation of Turnover

To ensure consistency with EU merger control, turnover is calculated in accordance with Article 5 of the EU Merger Regulation, as referenced in Article L. 430-2 FCC.

Total turnover comprises amounts derived from the sale of products and provision of services by the undertakings concerned in the last financial year, in the ordinary course of business, after deduction of sales rebates, value-added tax and other directly related taxes.

Intra-group transactions (transactions between undertakings within the scope of Article 5(4) of the EU Merger Regulation) are excluded from the total turnover.

Specific rules on the calculation methods for credit institutions, other financial institutions and insurance undertakings are set out in paragraph 3 of the same Article.

The French notification thresholds are based solely on turnover.

Conversion of Turnover into Euros

Turnover expressed in a foreign currency must be converted into euros. The FCA accepts conversions based on official exchange rates, typically the average exchange rate for the financial year concerned as published by the European Central Bank.

Undertakings Concerned for Turnover Calculation

The undertakings concerned for turnover calculation depend on the type of transaction:

• for a merger, the undertakings concerned are the merging undertakings;
• for an acquisition of sole control, the undertakings concerned are the undertaking acquiring control and the pre-existing target undertaking; and
• for an acquisition of joint control over an existing undertaking, the undertakings concerned are the undertakings acquiring control and the pre-existing target undertaking. If the pre‑existing target was previously under the sole control of one company and new shareholders acquire joint control while the original parent company remains, the undertakings concerned are each of the companies exercising joint control (including the original shareholder). In that case, the target company is not an undertaking concerned and its turnover is included in that of the original parent company;

• for a change from joint control to sole control, the undertakings concerned are the undertaking acquiring control and the target undertaking. The selling undertakings are not regarded as undertakings concerned; and
• for the creation of the new joint venture (JV), the undertakings concerned are the controlling undertakings. The newly created JV is not regarded as an undertaking concerned (as it has no prior turnover). If a controlling undertaking contributes assets to the JV, the turnover attributable to those assets is included in that controlling undertaking’s turnover.

Calculation of Total Turnover of One Undertaking

The total turnover of an undertaking concerned shall be calculated by adding together the turnovers of:

• the undertaking itself; and
• subsidiary undertakings where the undertaking itself, directly or indirectly, has:
1. more than half of the capital or business assets;
2. the power to exercise more than half of the voting rights;
3. the power to appoint more than half of the members of the supervisory or administrative board or of the bodies legally representing the undertaking; or 
4. the right to manage the affairs of the undertaking;
• parent undertakings that have the rights or power listed above over the first undertakings;
• subsidiary undertakings of the parent undertakings (as defined above); and
• jointly controlled undertakings where two or more undertakings from the above categories jointly have the rights or powers listed above.

All turnover figures must be based on audited accounts for the last completed financial year. Adjustments are only permitted to reflect permanent changes in the undertaking’s economic reality, such as mergers, disposals or acquisitions, or business closures.

French merger control does not require a local nexus test. The FCA has jurisdiction over foreign-to-foreign transactions whenever the applicable turnover thresholds are met.

The French notification thresholds are based solely on turnover.

Joint ventures (JVs) fall within the scope of French merger control (Article L. 430-1 FCC) and its ordinary thresholds if they are “full function” – ie, if they meet the following criteria:

• they are controlled by at least two independent undertakings;
• they are established on a lasting basis and are not created for a merely temporary or limited period. A dissolution clause in the JV agreement (eg, in case of failure) does not automatically disqualify it from being classified as a concentration; and
• they perform all the functions of an autonomous economic entity.

A full-function joint venture may be established through:

• the creation of an entirely new common structure;
• the contribution of assets (eg, contracts, know-how, or other assets) by parent companies to an already existing joint venture, provided these assets enable the joint venture to expand its activities; and
• the acquisition of joint control over an existing undertaking by one or more new shareholders.

In principle, the FCA cannot review a transaction that falls below the jurisdictional thresholds. However, following a public consultation launched in January 2025, the FCA announced in April 2025 its intention to formally introduce a call-in power based on both quantitative and qualitative criteria, with a view to submitting a legislative proposal to the French public authorities in due course.

This initiative was prompted by the Illumina/Grail case. At the European Commission’s invitation, the FCA referred the case to the European Commission under Article 22 of the EU Merger Regulation, even though the transaction did not meet the French merger control thresholds. The European Commission subsequently prohibited the transaction. However, in its judgment of 3 September 2024 (CJEU, Joined Cases C-611/22 P and C-625/22 P), the Court of Justice ruled that Article 22 does not permit a member state to refer a concentration to the European Commission where that member state has no jurisdiction over the concentration under its own national merger control rules. The FCA was therefore unable to make such a referral, given that the French merger thresholds had not been met.

The FCA also applies the Towercast doctrine. In its Towercast judgment (CJEU, Case C-449/21, 16 March 2023), the Court of Justice held that concentrations which have not been subject to any ex-ante merger control – because they fall below the jurisdictional thresholds – may nonetheless be examined ex-post under Article 102 of the Treaty on the Functioning of the European Union. It follows that national competition authorities and courts may treat a completed acquisition by a dominant undertaking as an abuse of dominance where it substantially impedes effective competition.

The FCA applied this doctrine in Decision No 25-D-06 of 6 November 2025 against Doctolib, finding that Doctolib’s non-notifiable acquisition of MonDocteur in 2018 constituted a predatory acquisition and, as such, an abuse of dominance. An appeal is currently pending before the Paris Court of Appeal.

Article L.430-4 FCC imposes a standstill obligation, prohibiting the implementation of a transaction prior to obtaining clearance from the FCA.

Under Article L. 430-8, I FCC, premature implementation of a transaction prior to obtaining FCA clearance (commonly referred to as “gun-jumping”) may result in:

• a fine of up to 5% of the turnover achieved in France during the last financial year by the party responsible for the notification (which may be increased by the amount of the turnover achieved by the target in France during the same period); and
• a fine up to EUR1.5 million for individuals.

The FCA actively enforces gun-jumping sanctions – although, to date, never on a foreign-to-foreign transaction. For example, Altice was fined EUR80 million for implementing two transactions ahead of regulatory approval (Decision No 16-D-24 of 24 November 2016).

Gun-jumping sanctions may be cumulated with those for failure to notify (see 2.2 Failure to Notify). In Decision No 22-D-10 of 10 April 2022, COFEPP was sanctioned on both grounds.

The FCA imposes sanctions for gun-jumping after sending an adversarial procedure and after hearing the companies involved in a formal hearing. The penalty decisions are published on its website.

Because the FCA considers that gun-jumping constitutes a continuous infringement, the five-year limitation period runs from the clearance decision, not the implementation date (Article L. 462-7 FCC).

Gun-jumping may also expose parties to competition law sanctions, including for anti-competitive agreements or abuse of dominance.

Firms may benefit from an exemption in two circumstances.

• Under Article L. 430-4 FCC, the FCA may grant an exemption upon request in duly justified cases, such as takeover offers involving firms in insolvency proceedings (Guidelines, § 147). For examples of derogations granted on grounds of financial difficulties, see FCA decisions Nos 22-DCC-78, 24-DCC-02, 24-DCC-255, 24-DCC-288 or 25-DCC-65.
• For mergers carried out through the purchase or exchange of securities on a regulated market, the transfer of securities may be completed prior to FCA clearance, as it does not itself constitute implementation of the concentration (Guidelines, § 157). However, the exercise of voting rights by the acquirer remains prohibited until clearance is granted (Article R. 430-5 FCC).

For all such circumstances, see 2.14 Exceptions to Suspensive Effect.

There is no fixed statutory deadline for notifying a transaction. Notification may be submitted as soon as the project is sufficiently advanced to allow the FCA to conduct a substantive review.

This is typically the case once the main contours of the deal are defined (key terms of the envisaged transaction, identity of the parties, scope of the concentration, indicative timetable, etc).

The FCA assesses readiness for notification on a case-by-case basis, based on the evidence provided by the notifying party.

Notification does not require a signed, binding agreement. Parties may file based on a preliminary agreement, a signed letter of intent or the announcement of a public offer, provided they can demonstrate a genuine intention to enter into a binding commitment.

The notification of a merger to the FCA is not subject to any filing fee.

The obligation to notify a merger to the FCA falls on:

• the natural or legal persons acquiring control of all or part of an undertaking; and
• in the case of a merger or the creation of a joint venture, all parties concerned. They must notify jointly.

For new shareholders acquiring joint control, all parties holding joint control – including those who already held control prior to the transaction – must notify jointly.

Content of the Filing

The information required in a French merger filing is outlined in Annexes 4-3 to 4-5 FCC, and a model notification form is available on the FCA’s website.

The filing comprises five sections:

• description of the transaction;
• presentation of the undertakings concerned and their groups;
• presentation of the markets concerned, including market definitions and market shares;
• detailed presentation of each affected market. This is only required if a market is “affected” (see 4.2 Markets Affected by a Transaction); and
• statement attesting to the accuracy and completeness of the information provided.

The description of the transaction must include a non-confidential summary of up to 500 words for publication on the FCA’s website to allow third-party observations. It must identify the undertakings and their activities but may not pre-assess the competitive effects of the transaction.

Copies of legal instruments (eg, agreements, distribution or franchise contracts) necessary to understand the transaction must be appended to the filing.

Language and Translation

The filing must be submitted in French. For documents drafted in a foreign language, translation may be limited to the excerpts that are necessary for the FCA’s review.

No certification, notarisation or apostille is required for translations. The notifying party is fully responsible for the accuracy, completeness and verification of all information provided to the FCA (Guidelines, § 216).

Simplified and Electronic Procedures

Simplified filing is available for transactions unlikely to raise competition concerns, with reduced information requirements (Guidelines, § 230).

Electronic notification is permitted for certain transactions, including:

• retail transactions not involving a change of trade name;
• motor vehicle distribution transactions; and
• transactions with no horizontal, vertical or conglomerate overlap.

Specific forms for electronic notification are set out in paragraph 239 of the FCA Guidelines.

Providing inaccurate or misleading information in a notification constitutes a sanctionable procedural infringement, regardless of the substantive outcome of the case. According to Article L. 430-8 FCC, parties may be liable to fines up to 5% of the undertaking’s turnover achieved in France during the last financial year, and for up to EUR1.5 million for individuals.

Beyond financial penalties, the Authority may withdraw the clearance decision. In practice, the FCA has already withdrawn merger clearances, ordered re-notification, and imposed fines. In the Vico case (2006), parties were fined EUR10,000 for failing to declare the acquisition of another undertaking active in markets concerned by the transaction. Such cases remain quite rare.

For the pre-notification process, please see 3.8 Pre-Notification Discussions With Authorities.

The formal notification occurs once the transaction is considered as a “sufficiently advanced project”. The FCA assesses the completeness of the notification within ten working days of submission. The FCA also provides an indicative response within ten working days to confirm whether the operation qualifies for the simplified procedure (Guidelines, § 232).

Upon receipt of a complete notification, and generally a few days after filing, the FCA also publishes a notice on its website (Articles L 430-3 FCC).

Phase I Review

The first phase lasts 25 business days, starting on the working day after receipt of the notification. The FCA can propose an extension of 15 working days if the parties offer commitments. Parties may also request an additional 15 business days under Article L. 430-5 FCC, for “special needs”, such as finalising commitments.

The FCA investigates to determine whether (i) the transaction falls outside the scope of Article L. 430-2 FCC or can be cleared, or (ii) whether there are serious doubts about the potential harm to the affected market, warranting an in-depth investigation (Phase II).

At the end of its Phase I review, the FCA may therefore: (i) approve the transaction, (ii) prohibit the transaction, (iii) clear the transaction subject to remedies, or (iv) initiate Phase II for further investigation.

Phase II In-Depth Review

Phase II begins if the FCA retains serious doubts about the merger’s risks to the market.

Under Article L. 430-7-1 FCC, the Minister of the Economy may also request an in-depth analysis, though the FCA is not bound to comply.

Phase II must be completed within 65 business days from its opening (under Article L. 430-7 FCC). The parties may also request a suspension of up to 20 business days for special needs (eg, finalising commitments). The FCA may suspend the timetable if the parties fail to inform it of a new relevant fact, or if the parties do not provide requested information within the prescribed time limit (or if third parties fail to respond for reasons attributable to the notifying parties). The deadline is also postponed by 20 working days after receipt of the commitments, with a maximum duration of 85 business days.

The purpose of Phase II is to assess (i) whether the transaction is likely to harm competition, in particular by creating or strengthening a dominant position, (ii) whether it is likely to create or strengthen buyer power that would place suppliers in a situation of economic dependence, and (iii) whether the transaction makes a sufficient contribution to the economy to offset any restrictive effects on competition.

A hearing may be organised before the decision, where the Collège (the FCA’s decision-making body) hears case handlers, the parties and the Ministry of the Economy.

By the end of Phase II, the FCA will either approve the merger, impose remedies or commitments, or prohibit the transaction.

Under Article L. 430-7-I FCC, the Minister of the Economy may “call in” the case within 25 working days for reasons of general interest other than competition (see 4.6 Non-Competition Issues).

The 2020 Guidelines introduced an additional optional step before the pre-notification phase. Parties may request the assignment of a case handler to begin reviewing the transaction. Upon request, the FCA will appoint a deputy head of unit within five working days to oversee the case (Guidelines 2020, § 190). This step is similar to the European Commission’s “case team allocation request” process.

Pre-notification is optional, but possible. It is particularly useful in cases involving uncertainties about the controllability of the transaction, complex market delineation or competitive analysis, as well as when parties intend to refer the case to the European Commission. It also allows the notifying party to ensure it meets the filing completeness requirement under R. 430-2 FCC. If the controllability of the transaction is in question, the Mergers Unit will review the evidence. If the transaction is not subject to FCA control, the notifying party will receive a comfort letter signed by the Head of the Mergers Unit.

To initiate a pre-notification phase, the transaction must be sufficiently advanced (not theoretical) to initiate pre-notification.

The notifying party must submit a detailed presentation of the transaction, including a description of the undertakings involved, a description of the proposed transaction, an analysis of controllability, and information on relevant markets, competitors and market shares.

This presentation may take the form of a preliminary notification file in line with Appendix 4-3 FCC. Not all appendices need to be attached initially; additional documents may be requested later by the case handler.

If the notifying party plans to include ad hoc economic studies in the notification file, working meetings may be held with the Mergers Unit and the Chief Economist’s team to ensure the methodology is robust.

The entire pre-notification phase is strictly confidential and not publicised on the FCA’s website or shared with third parties. However, with the prior written consent of the notifying party, the FCA may conduct a market test to gather additional information, helping to minimise the risk of incompleteness or anticipate competition concerns.

Information requests are common during the review process, depending on the complexity of the case.

Information requests as such do not halt the statutory review periods. However, the FCA may “stop the clock” and suspend the review when the parties do not provide requested information within the prescribed time limits, and where third parties fail to respond for reasons attributable to the notifying parties.

A simplified filing allows parties to provide less information due to a lightened notification process. The review typically lasts 15 business days.

The FCA Guidelines (§231) outline the criteria for determining whether a transaction qualify for this procedure.

A transaction may qualify if:

• the combined market share of the undertakings concerned is below 25% on markets consistently defined in past decisions;
• for horizontal overlaps, the combined market share of the undertakings concerned is below 50%, and the increment in market share resulting from the transaction is less than 2% on markets consistently defined in past decisions;
• for vertically related markets, the combined market share is below 30% on markets consistently defined in past decisions;
• for related markets, the market shares of the undertakings concerned are below 30% on markets consistently defined in past decisions;
• the transaction involves the acquisition of sole control over an undertaking in which the acquirer already exercised joint control prior to the transaction;
• the transaction involves the creation of a full function joint venture whose economic activity is carried out exclusively outside France; and
• the transaction involves the acquisition of joint control over a real estate asset for sale in a future state of completion.

Under Article L. 430-6 FCC, the FCA must determine if the operation “may harm competition”, particularly through the creation of strengthening of a dominant position, or the creation or strengthening of purchasing power that places suppliers in a situation of economic dependency.

Additionally, the FCA assesses whether the merger makes a sufficient contribution to economic progress to offset any anticompetitive effects.

In its Guidelines, the FCA emphasises that its intervention must be proportionate. Merger control is not designed to protect the individual interests of the parties involved. Instead, its primary objective is to safeguard competition and promote its positive effects on consumer welfare and purchasing power. Therefore, Article L. 430-6 FCC is interpreted to allow the FCA to act only if the transaction has a significant effect on competition.

Under Annex 4-3 FCC of the Guidelines, a market is considered “affected” in the following situations.

• The combined market share of at least two of the undertakings concerned reaches or exceeds 25%.
• One undertaking concerned is active on a given market and another is active on an upstream, downstream or related market (regardless of a supplier-customer relationship), provided their combined market share on any of those markets equals or exceeds 30%.
• The transaction eliminates a potential competitor on one of the markets where the parties are active.

For each affected market, the notifying party must provide a comprehensive set of information, covering in particular:

• market size estimates (both value and volume);
• market shares of the undertakings concerned and those of their main competitors, along with their contact details;
• contact details of the main customers and their proportion of the turnover of the undertakings concerned;
• contact details of the main suppliers and their share of the purchases of the undertakings concerned;
• horizontal and vertical co-operation agreements concluded on the affected markets, as well as factors affecting market access;
• description of distribution channels and after-sales service networks;
• main price-determining factors and their evolution;
• estimate of existing capacities and an analysis of the structure of demand; and
• contact details of the main professional organisations.

While market shares are not the sole criterion for assessing the competitive effects of a transaction, the Guidelines indicate that a combined market share around or above 50% is likely to raise serious competition concerns and may support a presumption of significant market power, unless there are strong countervailing factors (eg, entry barriers, buyer power, efficiencies, etc).

Nevertheless, where one of the undertakings concerned holds a very low market share (typically below 2%), the transaction is generally unlikely to raise concerns. In addition, a combined market share below 25 % on a market is generally considered insufficient, on its own, to give rise to significant unilateral effects.

The FCA aligns its market definitions and market analyses with its own past decisions as well as those of the European Commission.

The FCA assesses the potential horizontal, vertical and conglomerate effects of a transaction as part of its competitive analysis.

Under Article L. 430-6 FCC, the FCA must consider economic efficiencies that contribute to economic progress and may offset negative impacts on competition. The FCA Guidelines outline the conditions for recognising such efficiencies:

• gains must be quantifiable and verifiable;
• gains must be specific to the merger (ie, not achievable absent the transaction); and
• a share of these gains must be passed on to consumers.

To date, the FCA has never authorised a transaction that was problematic from a competition standpoint on the basis of the efficiency gains it would produce.

The FCA’s review is strictly limited to competition risks.

However, under Article L. 430-7-11 FCC, the Minister of the Economy has a limited “public interest” override after a Phase II decision. Within 25 working days, the Minister may “call in” the case and substitute their own decision for reasons of general interest other than competition, including industrial development, competitiveness of undertakings in light of international competition, or creation or preservation of employment.

This override procedure is rarely used. In the Financière Cogifeo/Agripole case in 2018, the FCA conditionally cleared the transaction but imposed significant remedies. The Minister of the Economy intervened and authorised the transaction unconditionally, citing the need to preserve employment.

A joint venture may arise from:

• the creation of a completely new joint structure; 
• the contribution of assets (eg, contracts, know-how or other assets) previously held individually by the parent companies to an existing joint venture, enabling it to expand its activities; and
• the acquisition of joint control over an existing undertaking by one or more new shareholders.

The FCA will pay particular attention to the risk of coordinated effects between the parent undertakings. This is especially relevant where the joint venture (i) provides a platform for collusion, or (ii) facilitates information exchange that could align competitive behaviour in markets where the parents remain independently active.

The FCA may prohibit a transaction if it is likely to harm competition, particularly through the creation or strengthening of a dominant position, or the creation or strengthening of purchasing power that places suppliers in a situation of economic dependency, and if the merger does not make a sufficient contribution to economic progress to offset any anticompetitive effects (Article L. 430-6 FCC).

Under Article L. 430-7, III FCC, the FCA has the authority to prohibit a transaction directly, either in Phase I or Phase II.

For examples of prohibition decisions issued by the FCA, please see Decision No 20-DCC-116 of 28 October 2020, Soditroy/E. Leclerc, and Decision No 21-DCC-79 of 12 May 2021, Ardian/Pipeline Méditerranée-Rhône.

In addition, many notifying parties tend to abandon or restructure problematic transactions rather than face a prohibition (see, for example, TF1/M6 in 2022).

When the FCA identifies competition concerns in Phase I or Phase II, the notifying parties may propose commitments to address them.

The FCA is not obligated to accept the parties’ proposals and may instead impose its own remedies. However, it exercises this power only exceptionally – and increasingly rarely. In practice, most conditional clearances stem from negotiated commitments rather than remedies imposed unilaterally by the FCA.

Types of Remedies Used in Practice

The FCA’s Guidelines and case practice indicate that it can impose structural remedies, behavioural remedies, or a combination of both. The FCA explicitly prefers structural remedies, as they are generally more effective and easier to monitor.

Structural remedies typically involve changes to the business structure, such as divestiture of assets, activities or shareholdings, or amendments to corporate or contractual links. Behavioural remedies impose ongoing obligations on the merged entity, such as access commitments, licensing obligations or prohibitions on certain commercial practices.

Both types of remedies may also be combined. For example, in Groupe Bernard Hayot/Vindémia (Decision No 20-DCC-72 of 26 May 2020), the FCA cleared the transaction after the acquirer committed to structural remedies (divesting several stores) and behavioural remedies (protecting local suppliers in La Réunion, such as maintaining current supplier levels).

Remedies Limited to Competition Concerns

The FCA cannot impose remedies for non-competition objectives. However, any remedies adopted must still comply with other applicable laws and sector-specific regulations.

Remedies must be strictly necessary and effective to maintain or restore sufficient competition. The FCA has emphasised that it does not intend for its remedy-imposing power to become a “protectionist tool” aimed at shielding national economic actors”.

In addition, remedies must be:

• proportionate;
• neutral and clearly defined (to avoid uncertainty in implementation);
• capable of swift implementation; and
• verifiable (practical monitoring must be possible).

A discussion regarding remedies can be initiated at any stage of the merger control process: during pre-notification, Phase I and Phase II. Before opening these discussions, the FCA informs the parties and requests their comments. Nevertheless, in practice, the FCA expects parties to propose remedies themselves, which it may refine and shape afterwards.

The FCA may impose measures on its own initiative (Article L.430 7, III FCC), although it uses that power increasingly rarely. In Canal+/TPS, the FCA first cleared the merger subject to the implementation of commitments offered by the parties. After the parties were in breach of their commitments, it re-examined the case, converted some of the commitments into binding orders and added new conditions (Decision No 12-DCC-100 of 23 July 2012).

In Phase I, parties submit commitments within the 25-business day period and can have an automatic 15-day extension.

In Phase II, commitments can be offered at any time. If this happens in the last 20 working days, a 20-day deadline extension applies. The parties must provide all information necessary for the FCA to assess the commitments.

The FCA checks that proposed remedies respect the conditions detailed in 5.3 Legal Standard.

In complex or structural packages, it typically appoints a trustee to monitor implementation. The Guidelines provide a model trustee mandate.

If commitments or ordered remedies are not fully or timely complied with, the FCA may rely on the full range of sanctions provided for in Article L.430‑8 FCC, including:

• withdrawing the clearance decision and requiring a re‑notification or a return to the pre‑merger situation (status quo ante);
• ordering compliance with the remedies, where appropriate subject to periodic penalty payments; and
• imposing fines of up to5 % of the turnover achieved in France by the undertakings concerned in the preceding financial year.

Decisions adopted by the FCA are first notified to the notifying parties before publication. The parties receive a confidential draft of the decision prior to its public release.

Pursuant to Article R.430 6 FCC, a press release is then published on the FCA’s website within five business days from the date of the decision.

The FCA has prohibited transactions only twice, in 2020 (Decision No 20‑DCC‑116 of 28 August 2020) and in 2021 (Decision No 21-DCC-79 of 12 May 2021). Sometimes, notifying parties abandon the problematic transaction rather than face a prohibition (for example TF1/M6 in 2022).

To date, the FCA has never prohibited a foreign-to-foreign transaction.

In 2024, the FCA reviewed 295 transactions. It cleared 97% of them unconditionally and made commitments binding for 3% of them.

Transactions involving commitments are typically not foreign-to-foreign transactions.

A merger clearance decision authorises the concentration itself, but it does not grant an exemption or “blanket approval” for related agreements such as non-compete clauses, exclusivities, long-term supply or distribution arrangements. These agreements remain subject to assessment under general anti-competitive agreement rules.

In practice, the FCA may review obvious ancillary clauses as part of its assessment. However, merger clearance does not constitute a formal decision on all restraints.

Parties must self-assess whether their ancillary restraints fall within the block exemption or constitute restrictions that can be individually justified under Article L. 420-4 FCC.

During Phase I and Phase II, the FCA may contact third parties – such as customers, competitors or complainants – to gather additional information, as provided under Articles L. 430-5 and L. 430-6 FCC.

Third parties may also spontaneously submit comments to the FCA, either following the public announcement of a transaction, or in response to a market test of proposed remedies (see 7.2 Contacting Third Parties).

Under Article L. 430-10 FCC, business secrets are protected. Third parties remain external to the procedure and do not have a general right of access to the file.

The FCA typically contacts third parties as part of its review process.

In practice, the FCA primarily uses email questionnaires to gather information from third parties. However, phone calls or meetings may also be conducted with key third parties to complement written responses.

When parties propose remedies, the FCA typically conducts a “market test”. It generally sends targeted questionnaires to the most relevant third parties. It may also publish a notice on its website to invite public comments.

After filing, the FCA publishes a notice on its website, which includes the names of the parties, the nature of the transaction, the economic sector concerned and the timing granted to third parties to submit their observations as well as a non-confidential synopsis of the transaction provided by the notifying party.

The filing form is kept confidential and is not disclosed to third parties.

Under Article L. 430-10 FCC, the FCA must ensure that business secrets are kept confidential at all stages of the procedure.

The FCA actively co-operates with other jurisdictions to enhance its assessments.

The FCA is a member of the European Competition Network (ECN), which facilitates co-operation with the European Commission and among national competition authorities (NCAs). Through the ECN, NCAs and the European Commission can exchange information about relevant markets, and cross-reference data to ensure comprehensive analysis. The FCA must obtain the authorisation of the undertakings to exchange information during pre-notification.

The FCA also engages in international co-operation through organisations such as the International Competition Network (ICN) or the OECD, but this co-operation is typically not in the context of specific transactions.

Any party may appeal the decision before the French Administrative Supreme Court (Conseil d’Etat), which has the authority to conduct a full review of the decision. Following such an appeal, the parties may re-notify the transaction.

Pursuant to Article L. 521-1 of the code of administrative justice, the interim relief judge (juge des référés) may suspend the execution of an administrative decision if two conditions are met:

• there is an urgency; and
• there are serious doubts as to the legality of the decision.

In practice, for example, in Order No 440949 (GBH/La Réunion) of 17 June 2020, competing third parties requested the interim relief judge to suspend the FCA’s decision. However, the Conseil d’Etat ruled that the urgency requirement had not been satisfied.

The parties have two months from notification of the FCA’s decision to file an appeal with the French Administrative Supreme Court. If the decision is annulled, the parties must submit an updated notification to the FCA within two months of the annulment.

In 2012, the FCA cleared Canal+’s acquisition of Direct 8 and Direct Star, subject to commitments. Competitors, including Métropole Télévision (M6), appealed the decision. The French Administrative Supreme Court annulled the FCA’s clearance, ruling that the proposed remedies were insufficient to address the competition concerns identified in certain TV rights markets. As a result, Canal+ had to re notify the transaction and propose stronger remedies. In 2014, the FCA reinforced the commitments package. This case is frequently cited as a successful appeal against a clearance decision, followed by a re notification.

Third parties can also appeal the decision, if they can demonstrate a direct and personal interest in the outcome of the case.

For example, in the Valocîme case (Decision No 469494 of 17 April 2025), a competitor, acting as a third party, appealed two FCA merger control decisions. After full review of both cases, the Administrative Supreme Court denied the requests and upheld the FCA’s decisions.

France has a standalone foreign direct investment (FDI) control regime, distinct from merger control, established under Articles L.151-3 and R.151-1 seq. of the French Monetary and Financial Code (CMF).

Foreign investments in France are subject to prior authorisation by the Minister of the Economy when they involve sensitive sectors, including investments in activities likely to undermine public order, public security or national defence interests. In such cases, the investor must submit an FDI filing with the Minister of the Economy, in addition to any merger control notification.

If an investment is implemented without the required authorisation or in breach of the conditions attached to an authorisation, the Minister may:

• order the regularisation, unwinding or amendment of the investment;
• adopt interim conservatory measures (eg, suspension of voting or dividend rights); and
• impose significant administrative fines.

The review process consists of two phases.

• Preliminary review – the Minister has 30 business days to conduct an initial assessment. The investment may be (i) rejected if it involves sensitive sectors, (ii) accepted if no concerns arise, or (iii) subject to an in-depth review if it may raise national interest concerns.
• In-depth review – if further scrutiny is required, the Minister conducts a deeper analysis.

Decisions issued by the Minister can be challenged through:

• a reconsideration request; and/or
• an appeal before the Conseil d’État (French Administrative Supreme Court).