France raises merger control thresholds: what you need to know

On 26 May 2026, France enacted a landmark reform that significantly raises the turnover thresholds triggering mandatory merger control review of M&A deals by the French Competition Authority (the “FCA”). 

The reform, part of a broader legislative effort to streamline French economic regulations, is designed to refocus the FCA's enforcement resources on transactions posing the most significant competitive risks. 

Under the new thresholds, transactions involving a change of control or the creation of a full function joint venture will require prior approval by the FCA where the following cumulative conditions are met: 

1. the undertakings concerned achieve a combined worldwide turnover exceeding EUR 250 million (previously EUR 150 million);
2. at least two of the undertakings concerned each achieve a turnover in France exceeding EUR 80 million (previously EUR 50 million); and 
3. the concentration does not trigger EU merger control thresholds.

The new thresholds will take effect on 1 September 2026.

Why raising the French merger control thresholds?

The current merger control thresholds were introduced in 2004 and have remained unchanged for over 20 years, in spite of inflation.

This situation has led to a marked increase in the volume of transactions notified to the FCA. For instance, between 2010 and 2025, the number of merger filings rose by 59%.¹ The year 2025 set a new record, with 328 transactions notified to the FCA. 94% of these transactions were authorised unconditionally in Phase 1, underscoring the limited competitive significance of the vast majority of notified transactions.

Although the proposed reform was first introduced more than two years ago, the legislative process was significantly delayed following the dissolution of the French National Assembly in June 2024 and the subsequent changes of government.

The proposed changes of the merger control thresholds pursue several objectives, namely:

• simplifying the regulatory burden on businesses by reducing the number of transactions subject to mandatory merger notification in France;
• enhancing the effectiveness of the FCA's merger control enforcement by alleviating its caseload and enabling it to redirect resources towards more complex or competitively significant transactions.

Based on a recent impact study, the FCA estimated that 378 fewer transactions would have been notified between 2018 and 2022, had the revised thresholds been in place. 

Looking ahead, the increase in thresholds is expected to reduce the number of notifiable transactions by approximately 20 to 30%, with the most significant impact in the retail sector.²

What are the new thresholds?

Article 24 of Law No. 2026-403 of 26 May 2026 on the Simplification of Economic Life³ increases both the standard French merger control thresholds and the specific thresholds applicable to transactions involving brick-and-mortar retail outlets.

Under the revised standard thresholds, transactions must be notified to and cleared by the FCA where the following cumulative conditions are satisfied: 

1. the undertakings concerned achieve a combined worldwide turnover exceeding EUR 250 million (previously EUR 150 million);
2. at least two of the undertakings concerned each achieve a turnover in France exceeding EUR 80 million (previously EUR 50 million); and
3. the concentration does not trigger EU merger control thresholds.

Under the revised retail sector thresholds, transactions where at least two of the parties operate one or more physical retail outlets must be notified to and cleared by the FCA where the following cumulative conditions are satisfied: 

1. the undertakings concerned achieve a combined worldwide turnover exceeding EUR 100 million (previously EUR 75 million);
2. at least two of the undertakings concerned each achieve a turnover in France exceeding EUR 20 million (previously EUR 15 million); and
3. the concentration does not trigger EU merger control thresholds.

By way of reminder, for the purpose of the above thresholds, the “undertakings concerned” refer to: 

• in case of acquisition of sole control: the acquirer (including the group to which it belongs) and the target (including its subsidiaries);
• in case of acquisition of joint control: each of the companies acquiring or retaining joint control (including their respective groups), and the target (including its subsidiaries);
• in case of creation of a full-function joint venture: each of the companies acquiring control (including their respective groups) of the newly established joint venture;
• in case of a merger: each of the merging undertakings (including their respective groups).

The table below provides an overview of the changes to the French thresholds.

Click to enlarge

The thresholds specific to French overseas territories remain unchanged,⁴ given the high levels of market concentration and cost-of-living challenged experienced in these territories.⁵ 

When do the new thresholds come into force?

The revised thresholds will take effect on 1 September 2026. They will apply to all transactions notified to the FCA on or after this date, irrespective of the signing date.

The FCA's merger control unit has indicated that it has already begun receiving individual requests for guidance on the applicability and entry into force of the new thresholds. In response, the FCA has announced that it is preparing a set of Frequently Asked Questions (FAQ) to address stakeholders' queries, particularly regarding whether transactions currently in preparation may be assessed under the revised thresholds.

The FCA has invited stakeholders to submit their questions to its merger control unit in order to contribute to the FAQ. 

The FAQ is expected to be published during the summer of 2026.

What about transactions falling below the new thresholds?

While the reform is expected to allow the FCA to focus its enforcement efforts on the most competitively significant transactions, parties to smaller transactions that do not meet the revised thresholds should remain aware that such transactions may nevertheless be subject to FCA scrutiny in the following circumstances:

• Review under the Towercast doctrine: the FCA retains the power to review transactions that fall below the notification thresholds and are therefore not subject to an ex ante review under the provisions related to abuses of dominance on the basis of the Towercast ruling (See our previous Competition Note).⁶ It recently exercised this power by sanctioning Doctolib's acquisition of its competitor Mon Docteur on the basis of Articles 102 TFEU and L. 420-2 of the French Commercial Code;
• Possible introduction of a call-in power: in January 2025, the FCA launched a public consultation on a potential mechanism allowing it to review transactions that do not trigger the French merger notification thresholds. In April 2025, the FCA confirmed its intention to pursue this initiative and indicated that it was working towards the design of a targeted call-in power (pouvoir d'évocation),⁷ which would allow it to conduct an ex officio review of below-threshold transactions that may adversely impact competition. However, no legislative proposal has yet been tabled, and the timeframe for the introduction of such a mechanism remains unclear.