On November 3, 2025, the French Competition Authority (the “FCA”) imposed a EUR 7.6 million fine on the Parfait group for failing to comply with commitments entered into in the context of its acquisition of a hypermarket and shopping center in Martinique (the “Decision”),[1] illustrating the FCA’s continued vigilance regarding effective implementation of merger remedies. The Parfait group has appealed the Decision.

Background

In December 2022, the FCA cleared the acquisition by the Parfait group of the La Batelière shopping center in Martinique, subject to the divestment of the hypermarket located in that shopping center (the FCA concluding that the transaction was likely to harm competition in the local food retail market, since it would have reduced the number of hypermarket operators from three to two).[2] The clearance was also subject to a set of behavioral commitments supporting the structural divestment, including an obligation to preserve the value of the hypermarket to be divested and an obligation to cooperate with the Monitoring Trustee.

After several failed negotiations with potential buyers, the Parfait group eventually concluded a divestiture agreement with the Sainte Claire group on 9 September 2025, nearly two years after the deadline for divestment set out in the commitments.

The Decision

The FCA sanctioned the Parfait group for failing to comply with its commitments for a total amount of EUR 7.6 million, on three separate grounds:

  • Breach of the divestiture commitment (EUR 4.5 million);
  • Failure to preserve the value of the divestment (EUR 2.5 million);
  • Failure to cooperate with the monitoring trustee (EUR 600,000).

Breach of the divestiture commitment. The FCA found that by failing to divest the hypermarket acquired in spring 2020 (thanks to the derogation granted) within the required timeframe, the Parfait group had committed a serious breach of its obligations, delaying Martinique consumers’ access to a new local food retailer.

The Parfait group claimed it had acted diligently, but that the failure to divest the hypermarket within the required timeline was caused by factors outside its control, particularly the behavior of potential acquirers.

The FCA rejected those arguments. First, it considered that the Parfait group should have anticipated implementation delays and requested an extension of the deadline from the FCA, which it did not. Second, the FCA considered that the Parfait group’s failure to comply could not be justified by implementation difficulties, even if those were outside its control. The FCA noted that merger control commitments, as opposed to injunctions, are proactively offered by the notifying parties and that it is their responsibility to guarantee their feasibility. As a result, although the existence of new implementation difficulties can be raised as arguments a priori in order to obtain a revision of the commitments’ timeline, they cannot validly be raised a posteriori to justify a failure to comply.

The FCA considered, in any event, that several difficulties which slowed down the divestiture process were attributable to the Parfait group, such as its failure to provide the latest certified accounts, which were necessary for the Sainte Claire’s financing to be granted.

Third, the FCA noted that the appointment of a Monitoring Trustee does not relieve the committed undertaking from its commitments, and that the Parfait group remained solely responsible for implementing the divestment.

Failure to preserve the value of the divestment. The FCA also considered that the merged entity had let the hypermarket and the shopping center deteriorate.

The FCA considered that the value preservation commitment constituted a separate commitment from the divestiture commitment with a distinct objective, i.e., guaranteeing that the buyer would be able to operate the hypermarket rapidly after the divestment.

This approach follows the case law of the Conseil d’État (Altice/SFR), which confirmed that a value preservation commitment could be considered an autonomous commitment whose breach could be sanctioned separately, even though it was linked to a divestiture commitment.[3]

Failure to cooperate with the Monitoring Trustee. The FCA also considered that the Parfait group had impeded the work of the trustee, both during the monitoring of its compliance with commitments and in the divestiture of the La Batelière hypermarket business.

The Monitoring Trustee was appointed almost three months after the Remedies Decision, which could be considered late though no specific timeline was required by the commitments. The FCA considered that the trustee had had to repeat document requests, that the Parfait group had failed to provide some key information, sent large amounts of unsorted documents making review difficult, or chose not to follow some of the Monitoring Trustee’s recommendations to facilitate negotiations with the Sainte Claire group. The FCA stressed that Parfait could not blame the trustee for failing to meet its commitments, as there was no evidence the trustee failed in its duties.

This is the first time that the FCA has found a failure to comply with the obligation to cooperate with the Monitoring Trustee in the merger context. The FCA had previously sanctioned Google for breaching its obligation to cooperate with a Monitoring Trustee in the context of an antitrust investigation.[4]

The sanction. Unlike for anti-competitive practices, the FCA has no obligation to follow any guidelines or explain its methodology when determining the level of fines for breach of merger control remedies.[5] However, fines must be proportionate.[6] In this case, the FCA considered that:

  • non-compliance with merger control remedies was particularly serious, and failing to implement remedies proposed by the parties themselves undermines the effectiveness of merger control.
  • the breach was even more concerning since it had granted an exceptional derogation, allowing the acquisition of the hypermarket to take place before the conditional approval.
  • failure of previous negotiations with other potential buyers (including some which were approved by the FCA) was predominantly the fault of the Parfait group, which had failed to provide all relevant information to potential buyers in a timely manner. Further, the FCA also took into account the Parfait group’s failure to apply for an extension of the implementation deadline.

Takeaways

  • Proposed remedies must be achievable within the agreed timeframe. A conditional clearance is not the end of the road, and notifying parties need to make sure that proposed remedies can indeed be implemented in the agreed timing.
    As of 2015,[7] the FCA has the power to impose injunctions to force divestments when the initial remedies have not been implemented in time. While not necessary in this case (given that the Parfait group eventually found a suitable buyer), notifying parties should bear in mind that failing to comply with remedies might result in alternative parts of the business having to be divested.
  • Cooperation with the Monitoring Trustee. Although the Monitoring Trustee is paid by the committing undertaking, it is responsible for monitoring commitments, and its role should not be taken lightly, as failure to cooperate with them might lead to financial sanctions. This case is also a reminder that the appointment of a Monitoring Trustee does not relieve the parties of their duty to comply with their commitments, even in a situation where a Monitoring Trustee fails to diligently fulfill its missions. The Decision also echoes the FCA’s consultation on the status, role and resources of monitoring trustees.[8]
  • Implementation difficulties need to be raised in advance. In the event of execution difficulties, notifying parties should reach out to the FCA sufficiently ahead of the end of the divestiture period to find an alternative solution acceptable to the FCA.
    For reference, the FCA previously considered that a request for an extension submitted around three weeks before the deadline was too short notice.[9]

[1] FCA Decision No. 25-D-05 of November 3, 2025, available in French at: https://www.autoritedelaconcurrence.fr/sites/default/files/integral_texts/2025-12/25d05_version_publique.pdf.

[2] FCA Decision No. 22-DCC-25 of December 22, 2022 (the “Remedies decision”). This decision follows a lengthy procedure initiated by the hypermarket being placed under insolvency proceedings in early 2020, the Parfait group’s submission of a takeover bid, and the granting of a derogation from the suspensive effect of merger control by the FCA in April 2020 (the “Derogation Decision”). The transaction was initially notified as an acquisition of joint control with ACDLec (Leclerc). However, after the FCA opened an in-depth investigation (“Phase II”) and indicated in its report that the transaction would be prohibited unless the hypermarket was divested, ACDLec withdrew its notification and renounced any right to exercise decisive influence over the target assets. As a result, the Parfait group re-notified the transaction as a sole control acquisition in September 2021.

[3] Conseil d’Etat decision of March 31, 2017, No.401059. The Conseil d’Etat decision followed the FCA Decision No. 16-D-07, April 19, 2016 – EUR 15 million fine (mobile telecom business). The FCA had authorised the Altice/Numericable group’s acquisition of SFR subject to the divestment of their mobile telephony activities in La Réunion and Mayotte. The FCA found that by increasing subscription prices in La Réunion and Mayotte, the Altice/Numericable had failed to comply with its obligation to maintain the viability, market value and competitiveness of this business.

[4] FCA Decision No. 24-D-03 of March 15, 2024, paragraphs 291 to 302. Google was fined a total of EUR 250 million but the precise amount of the fine which related to the non-cooperation ground was not specified by the FCA.

[5] Conseil d’Etat decision of November 7, 2019, No.424702.

[6] Ibid.

[7] Article L.430-8, IV of the French Commercial Code as modified by the law No. 2015-990 of August 6, 2015.

[8] FCA Press Release, “Launch of a public consultation on the status, role and resources of monitoring trustees”, March 14, 2025, available at: https://www.autoritedelaconcurrence.fr/en/press-release/launch-public-consultation-status-role-and-resources-monitoring-trustees.

[9] FCA Decision No. 18-D-16 of July 27, 2018 – EUR 20 million euros fine (Fnac’s acquisition of Darty). The extension request was submitted on July 11, 2017 and the deadline for the divestiture was July 31, 2017.