Crystal ball gazing – What will the new EU merger guidelines deliver?

The review of the European Commission’s merger guidelines is well underway. The consultation on the new guidelines closed on 3 September 2025, resulting in approximately 117 submissions. The EC subsequently organised two workshops with stakeholders on 4 December 2025 and 20 January 2026. Next up is a conference on shaping the future of EU merger control on 5 March 2026. We then expect to see draft revised guidelines in spring 2026 – with a more innovation-focused approach applied dynamically to deals reviewed in the interim. This post takes stock of what came out of the responses to the EC’ consultation and the two recent workshops we attended.

The broad picture

From the submissions to the consultation it appears that (1) certain reforms are in high demand (innovation efficiencies), (2) some proposals are popular but only subject to modification (innovation defence) and (3) a number of proposals turn out to be controversial. The figure below gives a snapshot of all three categories.

Key takeaways

• Likely winners: Greater recognition of (or at least a predictable framework for assessing) innovation and sustainability efficiencies received overwhelming support and minimal opposition. The EC’s has already indicated that it is planning to apply a more innovation-focused approach to ensure a level playing field for EU companies even before the new guidelines come into force.
• Possible upgrades: Clearer guidance on potential entry may be forthcoming, especially for “killer acquisitions” and the assessment of nascent competitors. Current frameworks lack sufficient clarity on evidence standards and timeframes, while an overly narrow review may lead to unnecessary enforcement thereby dampening investment incentives. Sector-specific clarity may emerge on when potential entry provides a competitive constraint versus when eliminating future rivals harms competition.
• Uncertain territory: The innovation defence may be moderated into enhanced efficiency recognition rather than a standalone framework. Significant concerns exist regarding “innovation washing” and the verifiability of efficiency claims along with their benefit to end-consumers. Digital-specific merger rules face similar headwinds, especially with the Digital Markets Act (DMA) already covering platform regulation.
• Areas to watch: It remains uncertain to what extent the more contentious proposals will be adopted. Competitiveness considerations (particularly those focused on achieving scale) face resistance from competition authorities, labour market effects lack obvious support and lighter treatment for vertical mergers raises foreclosure (and indirectly resilience) concerns. Countering pressure from the business community, competition authorities urge the EC to maintain the distinction between competition law and industrial policy. However, some limited acknowledgement of strategic autonomy in specific sectors like defence may emerge given the evolving geopolitical context. The ”European Champions” debate therefore appears likely to rage on beyond this policy update initiative.

The reform wishlist		Popularity
1	Innovation efficiencies. Assess innovation-enhancing efficiencies (e.g. R&D synergies, pipeline evidence, patent quality) within merger review, including evidentiary standards and merger-specificity requirements.
2	A new innovation defence. Allow merging companies to justify an otherwise anti-competitive merger by demonstrating that the merger would enhance innovation, even if it reduces competition in traditional ways (like raising prices or reducing consumer choice).
3	Efficiency defence reforms. Create more room and flexibility for allowing mergers that risk harming competition to be cleared where parties prove efficiencies.
4	Sustainability factor. Consider sustainability-related efficiencies (e.g. green investments, environmental benefits) as part of merger assessment, potentially beyond short-term price effects.
5	Potential entry. Guidance on assessing whether potential/nascent competitors (not yet fully active) would enter and constrain competition, and how their elimination affects merger outcomes.
6	Resilience considerations. Treating resilience (shock-resistance, supply continuity, strategic autonomy, network reliability) as a factor in merger assessment.
7	Non horizontal lighter treatment. Whether vertical/conglomerate mergers should generally face lighter scrutiny, using ability incentive effects frameworks and presumptions of lower risk.
8	Competitiveness and scale. Consider as part of the merger assessment whether mergers enable EU firms to achieve global scale and compete with US and Chinese rivals, particularly in strategic sectors (semiconductors, defence, telecommunications, pharmaceuticals).
9	Public policy and labour markets. Consider labour market effects (monopsony power, wages, working conditions) and broader policy aims within merger assessment.
10	Digital mergers. Create specific rules for assessing mergers in digital markets, including guidance on dynamic competition, network effects and data accumulation, ecosystem theories of harm, innovation and killer acquisition, non-price parameters and multi-sided platforms.

The stakeholder wish list

So what's actually on the wish list, and which reforms are most likely to be adopted?