Despite the recent increase in French merger control notification thresholds, discussions continue regarding the possible introduction of a mechanism allowing the review of transactions that fall below those thresholds.

Reflections that the French Competition Authority no longer hesitates to back up with deterrent enforcement actions under the rules prohibiting anticompetitive practices.

What is the objective?

As highlighted in its 2025 Annual Report, published in July 2026, the French Competition Authority continues to advocate the introduction of a call-in power enabling it to review certain transactions that are not subject to mandatory notification.

The aim is to prevent acquisitions involving businesses that currently generate little turnover but have significant competitive potential from escaping merger control scrutiny, particularly in the digital, healthcare and biotechnology sectors.

What would be the criteria?

Following the public consultation conducted in 2025, the Authority has expressed a preference for a targeted and proportionate mechanism based on several cumulative criteria:

• an identifiable turnover threshold;
• a sufficient nexus with France;
• the existence of a competition concern; and
• short intervention deadlines.

What legal basis would be required?

The introduction of such a mechanism would require an amendment to the French Commercial Code. The Authority has already indicated that, should such reform be enacted, it would publish guidelines setting out the conditions for the exercise of its call-in power in order to enhance legal certainty and predictability for businesses.

What would be the implications for M&A transactions?

If adopted, the mere fact that an acquisition falls below the notification thresholds would no longer be sufficient to rule out the risk of prior regulatory review in France.

For transactions likely to have a significant impact on competition, particularly the acquisition of an innovative, emerging or rapidly growing company by an already powerful market player, the possibility of a call-in review would need to be factored into the transaction timetable from the very outset of the merger control assessment.

That said, France would not be acting in isolation. Similar risks already exist internationally: ten Member States of the European Economic Area have mechanisms allowing the review of certain concentrations falling below the ordinary notification thresholds (Denmark, Hungary, Ireland, Italy, Iceland, Latvia, Lithuania, Norway, Slovenia and Sweden), while several other jurisdictions are also considering adopting comparable regimes.

In the meantime?

The French Competition Authority (the “Authority”) continues to rely on its enforcement powers under the rules prohibiting anticompetitive practices.

Two emblematic cases, still isolated, but held up as a deterrent to discourage companies from implementing transactions liable to distort competition:

The DOCTOLIB case (Decision No. 25-D-06 of 6 November 2025), in which the Authority fined the platform for abusing its dominant position by acquiring its competitor MonDocteur, a transaction that was not subject to merger notification because the relevant thresholds were not met. The Authority found that this constituted a predatory acquisition through which Doctolib, already holding a dominant position, sought to eliminate its main competitor and foreclose the online medical appointment booking market.

As a result, the Authority found Doctolib guilty of an abuse of dominance on that basis alone, although the fine imposed for this infringement remained symbolic (€50,000), reflecting the absence of precedents in France.

The DRAPKOC case (Decision No. 26-D-10 of 22 October 2026), in which the Authority sanctioned both the buyer and the seller under the rules prohibiting anticompetitive agreements in connection with Drapkoc’s acquisition of sole control over Point Net in the healthcare waste management sector on Réunion Island.

On what grounds?

• The Authority considered that the parties should have known that the transaction would create a monopoly in the market for the treatment of infectious healthcare waste and strengthen their market position in the collection and transportation of such waste, thereby placing customers (healthcare waste producers, hospitals, and waste collection and transportation operators) in a position of dependency.
• They had taken no measures to mitigate the deterioration of competition resulting from their transaction.
• In short, they should have proactively approached the Authority and offered commitments — but under what procedural framework? (See below.)

In both cases, the penalties imposed remained symbolic to reflect the absence of precedents in France (€50,000 for Doctolib and a €1 fine for each of the buyer and seller in the Drapkoc case).

But the real message lies in the statement made by the President of the Authority accompanying the press release in the Drapkoc case:

“This decision sends a clear message to businesses: a merger that is not subject to notification but produces anticompetitive effects falls within the scope of competition law. Even though cases involving abuses of dominance or unlawful agreements should remain exceptional, companies must take this risk into account before implementing their transactions: falling below the notification thresholds does not confer immunity where competition is significantly harmed.”

What can companies do in practice?

In the absence of a procedure allowing companies to notify below-threshold transactions, they are left to conduct their own competition assessment and face a number of unsatisfactory options if they identify a risk of significant harm to competition:

• Act on their own: abandon the transaction or, where possible, seek to adjust its scope to limit the risks of harm to competition.
• “Place their trust” in the Authority by proactively approaching it on an informal basis to present the transaction and discuss their assessment and the measures they are considering. However, this approach offers no guarantees, as it falls outside any procedure formally governed by law.
• Invite the Authority to “stretch the scope” of the procedure for the “preliminary assessment of competition concerns” provided for in Articles L. 464-2(I) and R. 464-2 of the French Commercial Code. This procedure requires proceedings to have been initiated before the Authority, but the Authority may open proceedings on its own initiative. It allows the Authority’s investigative services, before any statement of objections is issued, to (i) formally notify the undertakings suspected of anticompetitive practices of a preliminary assessment of the practices concerned, and (ii) accept commitments offered by those undertakings to address the identified concerns, after giving third parties at least one month (or a shorter period with the undertakings’ agreement) to submit their observations.
• As a preliminary step to the preceding option, consider approaching the Authority through the potentially hazardous leniency procedure to obtain immunity. This would, however, presuppose that the parties can be confident that the Authority does not already have information about the transaction, which appears unlikely. The procedure is also burdensome and may have significant implications for the companies concerned. It is therefore an option to be used with caution and contemplated only in extreme circumstances, where the transaction has already been implemented, the parties have other infringements to report besides the transaction itself, and market reactions raise concerns that the matter may be brought to the Authority’s attention.

Updated on 31.10.2026.