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.

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.

Published on 30.08.2026.

“Predatory” acquisitions that fall outside the scope of merger control remain exposed to ex post scrutiny under the rules on abuse of a dominant position.

A reminder: The Doctolib Case

The French Competition Authority adopted this approach on below-threshold transactions for the first time in the Doctolib case (Decision No. 25-D-06 of 6 November 2025).

In that case, Doctolib acquired its competitor MonDocteur without notifying the transaction under merger control rules, as the applicable turnover thresholds were not met.

Nevertheless, the Authority considered the transaction to be a predatory acquisition through which Doctolib, holding a dominant position, sought to eliminate its main competitor and lock up the online medical appointment booking market.

As a result, the Authority found that Doctolib had abused its dominant position on this basis alone. The fine imposed for this infringement remained largely symbolic (€50,000) to take into account the lack of prior French precedent.

European Precedents

The decision follows the reasoning adopted by the Court of Justice of the European Union in its Towercast judgment of 16 March 2023 (Case C-449/21), which confirmed that a concentration falling below merger control thresholds may, after completion, be examined under Article 102 TFEU where it is capable of constituting an abuse of a dominant position and substantially impeding competition.

In reality, this approach is not new. It can be traced back to the Court’s Continental Can judgment of 21 February 1973 (Case 6/72).

What Comes Next?

The Doctolib decision is not yet final and is currently under review by the Paris Court of Appeal. Given the Court’s caseload, however, a judgment is unlikely before 2027.

In the meantime, dominant companies should exercise particular caution when contemplating the acquisition of a competitor, especially where the transaction could be perceived as aiming to remove that competitor from the market.

Internal documents and preparatory exchanges concerning the objectives of the transaction should be reviewed with particular care.

Depending on the circumstances, a proactive engagement with the Competition Authority may also be advisable.

Published on 30.08.2026.