On October 12, 2023, the French Competition Authority (the “FCA”) published its Opinion on meal vouchers in response to the Government’s referral under Article L. 462-1 of the French Commercial Code.[1]  The FCA considered that the pricing cap envisaged by the government does not constitute the most appropriate response to market failures, i.e., the existence of entry barriers for potential new market entrants and the monopoly held by the four incumbent issuers. Therefore, the FCA issued five recommendations to address such failures.


Meal vouchers were introduced in the late 1960’s in France as an employee benefit that can be offered by employers. Employers get meal vouchers (that can be physical or dematerialized) for their employees to buy meals or products at approved retailers.[2]  The payment made by the employer to buy meal vouchers encompasses their face value and, if applicable, a commission fee referred to as the “issuing commission”.  The vouchers are then given to employees at a price lower than their face value (as they are not subject to social security contributions, employer contributions or income taxes). Retailers are reimbursed by issuers, who deduct an “acceptance commission” for facilitating the business.  Meal vouchers reached a total face value of nearly €8.5 billion in 2022 in France, and more than 5 million employees use meal vouchers today to pay for meals or food services from around 234,000 retailers, mainly restaurants and supermarkets. 

As noted by the FCA, the meal voucher market is a two-sided market, on which meal voucher issuers act as intermediaries between end-users, who receive meal vouchers from their employers, and retailers accepting them as a unique form of payment.[3] On this market, issuers constitute the supply side, while the demand side includes corporate clients procuring meal vouchers for their employees and approved retailers accepting these vouchers as a special payment. 

After having identified a significant disparity in the fees paid by companies acquiring meal vouchers for their employees compared to those paid by authorized retailers, the government plans to set up a regulatory framework for the value of the commissions collected from merchants.  In this context, the French Minister of the Economy has asked the FCA to provide an Opinion on the necessity of establishing such a regulatory framework and on the advantages of the potential digitalization of meal vouchers.

Market failures identified by the FCA

In its Opinion, the FCA noted that the meal vouchers market was characterized by various failures limiting the entrance of new players and allowing commission fees to rise steadily:

  • Barriers to entry.  The FCA referred to its decision 19-D-25 dated December 17, 2019,[4] in which it identified several economic barriers to entry.  In particular, the meal voucher market is characterized by network effects, and economies of scale, providing a competitive advantage to well-established companies with a recognized reputation and legitimacy.  The inertia of the demand side (corporate clients) and the reluctance of end-users to digitized meal vouchers are also factors favoring the four well-established market players, to the detriment of potential new entrants.  Additionally, the FCA pointed out quasi-regulatory barriers; for example, French Labor Code sets out a list of obligations for companies offering meal vouchers without defining any official approval procedure, and the CNTR appears to have taken on the role of granting approvals,[5] despite lacking specific legal authority for such a function.
  • Market power of the four historical issuers.  The FCA underlined the market concentration which has been predominantly controlled by the four main issuers – i.e., Edenred France, Bimpli-Swile, Sodexo Pass France and Up Coop – for several decades.  Despite the presence of around 15 companies, market concentration persisted between 2018 and 2022 for these four historical issuers, limiting the penetration of new entrants.[6]  Their combined market share exceeded 99% in 2022, with individual market share reaching 10-40%.  Moreover, each of these issuers holds exclusive rights to the vouchers they issue, being the only entities currently able to acquire them for reimbursement.
  • Increase in the overall commission rate.  From 2018 to 2022, on the issuing side, average commission fees for issuing meal vouchers decreased, with some issuers even experiencing negative fees. However, on the accepting side, average commission fees increased. The fees for acceptance grew more in value than the decline in issuing fees. Consequently, this resulted in an overall increase in the commissionlevel, calculated by dividing the total revenues from both sides by the total face value issued.
  • The FCA’s investigation reveals additional market failures such as insufficient transparency and clarity regarding the costs borne by retailers (fees and additional charges) and the terms of contracts between issuers and retailers.  Also, the absence of an independent approval procedure and the exclusive listing of historical issuers on official government websites, makes it difficult to identify new meal vouchers and evaluate their service quality.

The FCA’s recommendations to remedy market failures

Recommendation no. 1: On the contemplated introduction of a price cap.  According to the FCA, introducing a price cap is not the most appropriate solution for the identified market failures: it is likely to have undesirable effects that would undermine its effectiveness, such as becoming a focal point towards which companies align their rates, which may result in issuers with acceptance fees below the new cap aligning their rates to this cap, at the expense of the consumers. In addition, issuers may try to offset losses by either finding ways around the regulations, i.e., by increasing margins on the acceptance side where rates are not capped or increasing rates on the issuing side, with the ultimate risk of a drop in demand for meal vouchers. Finally, the FCA notes that defining the appropriate cap level and monitoring its effectiveness raise complex implementation issues.

Recommendation no. 2: Introduce appropriate regulation of the sector.  Firstly, the FCA recommends implementing an official accreditation system for companies issuing meal vouchers.  Through this system, companies would be evaluated based on objective criteria by an independent and impartial agency.  Secondly, to limit the asymmetry of information concerning the issuers of meal vouchers, the FCA considers it necessary to advertise these companies to both corporate clients and authorized retailers, in accordance with applicable regulations.[7]

Recommendation no. 3: Remove each issuer’s exclusive right to accept the vouchers it issues.  To reduce the market power of issuers, the FCA recommends that the government put an end to the monopoly each issuer has over the vouchers it issues to approved retailers, therefore allowing retailers to remit all the meal vouchers received in payment to the intermediary of their choice.  The FCA suggests two options: either making meal vouchers from different issuers interchangeable, where retailers submit all received vouchers to a chosen intermediary negotiating volumes and commission rates with each issuer, or establishing a central purchasing group to enhance retailers’ bargaining power.

Recommendation no. 4: Make paperless meal vouchers compulsory.  To address the limited market penetration of new issuers and the complicated pricing structures for paper meal vouchers, the FCA believes that digitizing meal vouchers would be a suitable solution.  This recommendation echoes the FCA and Paris Court of Appeal’s recent findings, which have both condemned the agreements set up between the four market players to foreclose the market by reciprocally banning the launch of dematerialised vouchers.

Recommendation no. 5: Make issuer prices more transparent and easier to understand for authorised retailers.  To help retailers better anticipate the costs of accepting meal vouchers, especially with complex pricing structures from certain issuers, the FCA recommends enhancing transparency and clarity in pricing. This could be achieved by introducing an obligation to display the equivalent of an overall effective rate, encompassing both the acceptance commission and any additional charges.

[1]              FCA Opinion No. 23-A-16 of October 12, 2023 available at: Meal vouchers: the Autorité de la concurrence issues an opinion to the government | Autorité de la concurrence (autoritedelaconcurrence.fr).

[2]              Retailers must be authorized by the CNTR to accept meal vouchers as means of payment for meals or services.

[3]              See FCA Decision No. 19-D-25 of December 17, 2019 regarding practices implemented in the meal voucher sector, paras. 12-20

[4]              On December 17, 2019, the FCA sanctioned the four main meal voucher issuers and their joint organization, the French National Meal Vouchers Commission (“Commission Nationale des Titres-Restaurant”, hereafter the “CNTR”) for (i) exchanging information on their respective market shares, and (ii) foreclosing the market to potential new entries by adopting agreements to restrict membership for joining CNTR and by prohibiting each other from issuing dematerialized vouchers. Recently, on November 16, 2023, the Paris Court of Appeal upheld the main findings of this decision.

[5]              Reports of meal voucher issuers’ activities are periodically sent to the CNTR, allowing the meal voucher issuers (i) to be listed on the CNTR’s website and enhance visibility, and (ii) to access the list of approved retailers.  However, appearing on the list and gaining access to it are conditional on compliance with legal and regulatory requirements controlled by the CNTR.

[6]              New computerised entrants such as Benefiz, Dunia, Octoplus, Open, WiiSmile and Worklife, had a combined market share below 1% in 2022.

[7]              See FCA Decision No. 19-D-25, paras. 286-295.