The French Assemblée Nationale (the “National Assembly”) is currently examining a legislative proposal to increase the French merger control notification thresholds, as part of a broader bill on the simplification of economic life (the “Simplification Bill”).  The draft Simplification Bill, already adopted by the French Senate[1] and reviewed by a special commission within the National Assembly, is being discussed in plenary session under the accelerated legislative procedure. [2]  If adopted, the new merger control thresholds could be implemented by early 2026 and would significantly decrease the number of transactions reviewed by the French Competition Authority (the “FCA”).

Increase of Merger Control Notification Thresholds

Article 8 of the draft Simplification Bill proposes to increase the current merger control thresholds that trigger a mandatory notification to the FCA.  According to the draft legislation approved by the Senate and the special commission of the National Assembly, the new thresholds would be:

  • General threshold:
    • A combined worldwide turnover of more than €250 million (up from €150 million);
    • An individual turnover in France of more than €80 million for at least two parties to the transaction (up from €50 million).
  • Specific threshold for transactions in the retail sector:
    • A combined worldwide turnover of more than €100 million (up from €75 million);
    • An individual turnover in France of more than €20 million for at least two parties to the transaction (up from €15 million).

The new thresholds would enter into force on the first day of the fourth month following the law’s publication, and would only apply to transactions notified to the FCA from that date onwards.

Next Steps in the Legislative Process

The review of the draft bill by the National Assembly was delayed several times, with debates scheduled to resume on 13 and 14 June and a final vote on 17 June.  As the version of the Simplification Bill currently under discussion at the National Assembly differs from the one adopted by the Senate,[3] a joint committee (Commission Mixte Paritaire) of seven senators and seven members of the National Assembly will be convened following the National Assembly’s final vote to seek a compromise.  In the event of disagreement following the joint committee, the government can ask the National Assembly to vote on the bill (final reading after a new reading in each chamber).

Given the politically sensitive nature of the bill, a referral to the French Constitutional Court (Conseil Constitutionnel) appears likely.  It is to be seen whether the article regarding the increase of merger control thresholds will be included in such referral.

Assuming the draft Simplification Bill is voted by both chambers quickly, cleared by the Constitutional Courtand enacted by the end of 2025, the new merger control thresholds would enter into force in early 2026.  As such, all transactions formally notified to the FCA from early 2026 would be subject to the new thresholds.  However, this timeline remains uncertain.

A Long-Awaited and Widely Supported Reform

The proposed merger control thresholds increase is expected to significantly reduce the number of transactions subject to notification.  According to the explanatory statement to the Simplification Bill, “the increase of the notification thresholds would exempt from notification a significant number of transactions (estimated at between 20% and 30% of the transactions that are currently notified), which are unproblematic from a competition point of view”. [4]

The reform is supported by industry stakeholders as the general notification thresholds have remained unchanged since 2004 and do not reflect the evolution of France’s GDP and inflation.  In 2024, the FCA reviewed a record 295 transactions, representing an increase of 10% on the previous 2021 record.[5]  The President of the FCA, Benoît Coeuré considers that the reform would allow the FCA to “devote more time on complex transactions”.[6]  Similarly, Jérôme Vidal, the recently appointed Head of the FCA’s merger control services,[7] sees the legislative reform as “part of the response” to the FCA’s limited resources which are “heavily involved on cases that may take several months”.[8]  He considers that the increased thresholds would decrease the number of merger control notifications by around 75 per year.[9]

The new notification thresholds will be voted in parallel to the FCA public consultation on the introduction of call-in powers for transactions that fall below the turnover notification thresholds.[10]  After processing the responses to the public consultation, the FCA “will put forward a proposal for a new call-in power under [French] national law”.[11]  The FCA is aiming to submit the proposal to the French public authorities by the end of 2025.[12]

[1] On 22 October 2024, see the Senate webpage here.

[2] Assemblée Nationale, Projet de loi de la simplification de la vie économique, available here.  In the French legislative process, an accelerated procedure allows a bill to be adopted after only one reading in each of the two chambers of the French Parliament, i.e. the Senate and the National Assembly.

[3] Approx. 2800 amendments were or are about to be discussed by the National Assembly, available here.

[4] Exposé des motifs, Simplification de la vie économique, Texte n° 550 (2023-2024) de M. Bruno LE MAIRE, ministre de l’économie, des finances et de la souveraineté industrielle et numérique, déposé au Sénat le 24 avril 2024, available here.

[5] FCA, 2024, a historic year for the Autorité de la concurrence: €1.4 billion in fines imposed and a record 295 mergers examined, 15 January 2025, available here.

[6] PaRR, “Proposed increase of French merger notification thresholds hinges on new government – Coeuré”, 15 July 2024.

[7] See Cleary Antitrust Watch, “Jérôme Vidal is the new head of the Mergers Unit at the French Competition Authority”, 17 June 2024, available here.

[8] Decideurs Juridiques, “Jérôme Vidal : Se pose la question de nos systèmes fondés uniquement sur les chiffres d’affaires des entreprises”, 17 December 2024, available here.

[9] Ibid.

[10] See Cleary Antitrust Watch, “The French Competition Authority is Contemplating Introducing Call-In Powers to Review Below-Threshold Mergers”, 25 April 2025, available here.

[11]  GCR, “A Q&A with Benoît Cœuré”, 30 April 2025, available here.

[12] FCA, “Mergers below the control thresholds : Following the public consultation, the Autorité is continuing its work to propose a reform ensuring effective control”, 10 April 2025, available here.