The European Competition Network (ECN) supports merger control "call-in" mechanisms"

Introduction

On 23 June 2026, the European Competition Network (‘ECN’), comprising of the twenty-seven national competition authorities of the European Union and the European Commission’s Directorate-General for Competition, published a joint statement in support of ‘call-in mechanisms’ in merger control, enabling these authorities to take up cases involving mergers below the notification thresholds on the grounds of their potential impact on competition.

This position, which follows on from the Illumina case, demonstrates a shared commitment among European competition authorities to strengthen their capacity to examine certain merger transactions that currently fall below the traditional notification thresholds, but which may nevertheless harm competition.

Certain national authorities, notably in France and Belgium, have already invoked Articles 101 and 102 of the Treaty on the Functioning of the EU (hereinafter ‘TFEU’) and their equivalent national provisions to address the absence of such a mechanism in relation to acquisitions likely to harm competition.

A tool to address the shortcomings of merger control

Merger control is generally based on turnover thresholds for the acquirer or the founder(s) and the target company, to identify transactions that must be notified in advance to national competition authorities or the European Commission. However, certain proposed mergers that do not exceed these thresholds, and are therefore not subject to scrutiny, may still be potentially problematic, as they could, in the view of the competition authorities, give rise to significant anti-competitive effects. This is particularly the case with certain acquisitions of innovative start-ups (‘killer acquisitions’).

In the Illumina case, the Court of Justice of the EU significantly restricted the European Commission’s ability to examine such proposed mergers on the basis of Article 22 of Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings.

In response to this risk, a significant number of EU Member States have introduced call-in mechanisms into their national legislation, as a complementary tool to their respective notification thresholds, enabling competition authorities to take up, in certain circumstances, transactions that are not normally subject to mandatory notification. These include Bulgaria, Denmark, Hungary, Ireland, Italy, Latvia, Lithuania, Slovenia and Sweden. Norway and Iceland, members of the European Economic Area, have also introduced such a control mechanism.

Targeted and regulated use

While the ECN recognises the usefulness of call-in mechanisms, it also emphasises the need to regulate their use so that this mechanism remains a targeted tool, employed on a case-by-case basis.

Indeed, this type of mechanism, as well as the sporadic application of Articles 101 and 102 of the TFEU, is likely to give rise to significant legal uncertainty for investors in highly concentrated or innovative markets, notwithstanding the limited size of the targets concerned.

The ECN’s statement identifies several safeguards designed to strike a balance between the effectiveness of merger control and legal certainty for businesses. Firstly, the material scope of the mechanism should be limited to mergers that are not subject to any other national notification threshold but which, prima facie, present a sufficiently serious competitive risk in the territory concerned. National legislators may also lay down additional criteria for determining the cases in which the mechanism may be triggered, such as the existence of a sufficient territorial link with the State concerned, as well as supplementary thresholds based on turnover, the value of the transaction or the market shares of the undertakings concerned.

Furthermore, the exercise of call-in powers should be subject to clearly defined time limits, so that undertakings can determine with a reasonable degree of certainty at what point a transaction can no longer be challenged.

Finally, the ECN encourages Member States to complement these measures with soft law mechanisms that enhance the predictability of the system, such as informal guidance, prior consultations or voluntary notification procedures.

A rapidly growing trend across Europe

The Organisation for Economic Co-operation and Development (OECD) recommends that Member States have appropriate tools in place to examine mergers that do not meet the notification thresholds but which could nevertheless harm competition.

This trend is already reflected in national legislation, with nine EU Member States having a call-in mechanism in place, and a further twelve Member States currently considering its introduction. In France, for instance, following the public consultation launched in January 2025, the Competition Authority is continuing its work and dialogue with the public authorities with a view to introducing a call-in mechanism.

Furthermore, the development of call-in mechanisms is part of a broader trend aimed at adapting merger control law to facilitate the identification and monitoring of mergers falling below the notification thresholds. For example, the Digital Markets Act (DMA) has introduced specific reporting obligations for large digital platforms (‘gatekeepers’).

Conclusion

The declaration of 23 June 2026 marks a significant step in the modernisation of merger control in Europe. Without calling into question the traditional mechanisms based on turnover thresholds, the ECN recognises that call-in mechanisms now provide a useful complement for dealing with certain transactions that pose a genuine competitive risk but are difficult to detect under the current rules.

As markets become more dynamic, innovative and digitalised, these tools could play an increasingly important role in safeguarding effective competition within the EU and the EEA, whilst maintaining the essential requirements of legal certainty and predictability for businesses.

Investors will therefore need to take this additional risk into account when planning acquisitions or mergers and can no longer simply check whether the merger control rules apply. A more in-depth analysis of the impact of such projects under competition law must be carried out systematically to avoid any risk of a posteriori intervention by a competition authority.