EU Merger Guidelines Consultation – Our Views on Public Policy, Security, and Labour Market Considerations

By Robbert Snelders, Romi Lepetska, Séverine Schrameck, Vladimir Novak, Jon Polanec, Solenn Dietrich-Urien, Chris Spentzos & Liam Rowley on November 19, 2025

As part of our response to the European Commission’s consultation on possible reforms to its merger control guidelines,[1] we submitted our observations on Topic Paper G – Public Policy, Security, and Labour Market Considerations.

The EUMR sets a clear mandate for the Commission to prevent concentrations causing a significant impediment to effective competition. In applying this standard, the Commission has traditionally not considered non-economic factors, such as impact on media plurality, democracy, or workers. Our submission supports that approach. However, this should not prevent the Commission from applying an analytical framework that facilitates consolidation in strategic sectors that are critical for the EU’s security and resilience, consistent with the broader policy objectives outlined in the Competitiveness Compass and the Draghi Report.[2]

A. Media Plurality

The Commission lacks competence and expertise to assess a transaction’s potential impact on media plurality under the EUMR, as was acknowledged by former Executive Vice President Margrethe Vestager when she said that “for media plurality, it may be that other processes may have to be put in place.”[3] Indeed, the European Parliament has recently enacted legislative acts (e.g., European Media Freedom Act) that mandate that Member States provide rules for ex ante reviews of media concentrations to scrutinize their impact on media pluralism. The new legislation also recognizes that “national regulatory authorities or bodies, which have specific expertise in the area of media pluralism” – and not the Commission assessing a transaction under the EUMR – “should be involved in the assessment.”[4] These legislative changes eliminate any need for the Commission to address media plurality or democracy considerations in the Revised Guidelines.

B. Labor Markets and Workers

The Commission has not – since the EUMR came into force in 1990 – considered the effects on labour markets and workers in any merger review. There is no basis or need to do so in the Revised Guidelines:

First, labor markets are segmented by occupation, workers’ personal preferences and skills, and geographically narrow commuting zones, which would render traditional market definition extremely complex. Indeed, the relevant market for assessing competitive dynamics is typically defined both at a product and a geographic level. Workers, however, are not “commodities”, “products” or a “business”; instead, they are individual free agents who are free to change employers.
Second, the Commission lacks the competence, political mandate, and resources to effectively assess labor market conditions under the EUMR and would need to cooperate extensively with numerous local labor authorities.
Third, to conduct a meaningful assessment of a transaction’s impact on labor markets, merging parties (or otherwise the Commission) would need to collect significant amounts of employee data, which would be burdensome and further prolong already lengthy reviews.
Finally, unlike the United States, where the DOJ/FTC Merger Guidelines introduced labor-related theories of harm to protect workers, the EU already provides comprehensive worker protections through existing EU legal frameworks and national labor laws, rendering an expansion of the Revised Guidelines into consideration of labor conditions redundant.

C. Security and Defense

Europe’s security and defense industry is fragmented, characterized by national players operating in small domestic markets that lack the scale to compete globally. In an era of heightened geopolitical risk, a narrow application of EU competition rules could undermine consolidation where scale is essential for resilience.

The Revised Guidelines should facilitate consolidation in this critical area by placing greater weight on broader considerations (e.g., transaction’s strategic importance to EU interest, post-merger efficiencies, investment plans, global dynamics). This would grant the Commission flexibility to streamline reviews and avoid a technocratic approach of identifying concerns in unduly or artificially narrow markets, and unnecessary remedies.

Our submission also encourages the Commission to extend the recommended framework beyond the traditional defense and security sectors to other industries strategic for EU’s economic security, such as semiconductors. Interested in reading our full response? Please find it here.

[1] See our September 5 alert EU Merger Guideline Consultation – Our Views on Possible Reforms, available on the Cleary Antitrust Watch here.

[2] Communication from the Commission to the European Parliament, the European Council, the Council, the European Economic and Social Committee and the Committee of the Regions, A Competitiveness Compass for the EU, COM(2025) 30 final, January 29, 2025; Mario Draghi, “The future of European competitiveness,” Part B, September 9, 2024 (the “Draghi Report”), available here. See also our September 9, 2024 alert Innovation, Resilience, Investment, and Scale: Draghi’s Vision for the Future of European Competitiveness, available on the Cleary Antitrust Watch here.

[3] See MLex, “Vivendi-Lagardère tie-up’s impact on media plurality isn’t for EU merger review, Vestager says”, December 1, 2022, available here.

[4] See Regulation (EU) 2024/1083 of the European Parliament and of the Council of 11 April 2024 establishing a common framework for media services in the internal market and amending Directive 2010/13/EU, OJ 2024 L 1083 (“European Media Freedom Act” or “EMFA”), Recital 65. It entered into full force on August 8, 2025.