On 9 September 2026, the General Court of the European Union upheld the prohibition of Booking’s acquisition of eTraveli (see judgment here).

The transaction would have combined two companies primarily active on distinct but related markets:

• online travel agency (OTA) services for hotels, where Booking held a dominant position; and
• OTA services for flights, eTraveli’s core business.

The judgment comes at a time when the European Commission is finalizing its revised merger guidelines. Although the draft published in April 2026 is still under discussion, it reflects an approach broadly consistent with that adopted by the General Court, particularly regarding:

• the strengthening of a dominant position through the acquisition of complementary activities;
• network effects; and
• the assessment of efficiencies.

An Acquisition on an Adjacent Market Can Strengthen a Dominant Position

Although eTraveli was primarily active in the market for flight OTA services, which was distinct from the hotel OTA market in which Booking held a dominant position, the competition concerns identified by the Commission and upheld by the General Court primarily related to the strengthening of that dominant position. The analysis was therefore based on the complementarity between flight and accommodation booking services.

Flight and accommodation booking services are indeed closely complementary within a traveller’s journey. Combining these services enables a platform, in particular, to obtain information about its customers’ destinations and travel dates, offer them different services relating to the same trip and thereby facilitate cross-selling between flights and accommodation.

The acquisition of eTraveli was therefore liable to increase the number of travellers using Booking’s services and the opportunities to offer them its accommodation booking services as well. Through the resulting increase in traffic and cross-selling, the transaction could strengthen Booking’s position in the hotel OTA market.

In this respect, the General Court upheld the Commission’s analysis based on a reverse leveraging effect: eTraveli’s activities in the flight OTA market, in which Booking did not hold a dominant position, could be leveraged to strengthen Booking’s dominant position in the complementary hotel OTA market, in particular by generating more accommodation bookings on its platform.

This approach is also reflected in the Commission’s draft revised Merger Guidelines (the final version of which is expected by the end of 2026), which specifically address the entrenchment of a dominant position, network effects and ecosystems. In this context, the draft Guidelines notably highlight the role that the acquisition of complementary assets, capabilities or services may play in strengthening an existing dominant position.ole that certain complementary assets or services may play in reinforcing an existing dominant position.

Even a Limited, Prospective and Indirect Increase in Market Share May Jeopardize the Transaction

In this case, Booking’s market shares in the hotel OTA market were already very high, at around 60–70% depending on the segments considered in the Commission’s decision. As eTraveli was primarily active in the separate flight OTA market, however, the transaction did not result in a conventional addition of the acquirer’s and target’s market shares in the hotel OTA market.

The Commission had instead sought to quantify the increase in Booking’s market share in the hotel OTA market that could result from the transaction. The acquisition of eTraveli was expected to give Booking access to more travellers at the flight-booking stage and enable it to convert some of them into customers of its hotel booking services. The increment under consideration therefore consisted of an expected increase in Booking’s share of the hotel OTA market resulting from the acquisition of a business active in an adjacent market.

The General Court identified several errors in the Commission’s quantitative assessment and found that it could not be ruled out that the increase might be limited to only a few tenths of a percentage point. Certain other alleged effects, including those relating to hotels’ behaviour and commission rates, had likewise not been established.

Nevertheless, the General Court upheld the Commission’s overall assessment, as the transaction was still capable of strengthening Booking’s dominant position in light of:

1. the structure of the market; and
2. the importance of the acquired activity (flight OTA services) for the development of the hotel OTA market.

The market structure was characterized by:

• strong network effects;
• a significant gap between Booking and its main competitors;
• high barriers to entry and expansion; and
• a dominant position that was already difficult to challenge.

In such circumstances, even a limited increase could reinforce existing network effects and make it more difficult for competitors to expand their customer base.

The acquired activity on the adjacent market constituted an important growth channel for the already dominated primary market:

• flights represented one of the few hotel customer acquisition channels that Booking did not yet control;
• the transaction could have facilitated the development of a more integrated travel offering; and
• it was capable of affecting certain OTAs that continued to play a role in the competitive dynamics of the hotel market.

In these circumstances, the Significant Impediment to Effective Competition (SIEC) could stem not only from a reduction in competitive pressure following the transaction, but also from the consolidation and perpetuation of an already low level of competition.

This assessment nevertheless remains closely tied to the circumstances of the case. The General Court did not infer harm merely from the preservation of the status quo. Rather, it took into account the expected strengthening of network effects, the strategic role of flight services in customer acquisition, and the additional obstacles that the transaction could create for competitors seeking to expand in the hotel OTA market.

This approach is consistent with the ongoing revision of the EU Merger Guidelines, which:

• places greater emphasis on the dynamic effects of mergers (a development also reflected in the Oxera report prepared for the European Commission and published on 24 August 2026);
• stresses that transactions should be assessed on the basis of all relevant circumstances, including market shares, network effects, barriers to competition and the prospects for entry and expansion by rivals; and
• expressly recognises the entrenchment of a dominant position as a standalone theory of harm.

Efficiencies Subject to Close Scrutiny

The judgment also provides useful guidance on the circumstances in which efficiencies may be taken into account.

Verifiable, Merger-Specific Efficiencies That Benefit Consumers

The applicable framework remains that established by existing case law and reflected in the draft revised guidelines. Efficiencies must be:

• sufficiently verifiable;
• merger-specific;
• likely to be passed on to consumers; and
• balanced against the transaction’s negative effects.

In addition, particular scrutiny is required where the efficiencies and the adverse effects concern different markets or different groups of consumers.

This issue, which is also addressed in the draft revised guidelines, played a significant role in the Booking/eTraveli case:

• the competitive concerns identified related to hotel OTA services;
• whereas part of the claimed efficiencies would have benefited users of flight booking services.

In this case, the General Court did not exclude the possibility that efficiencies achieved in one market could offset harm identified in another. However:

• such an offset requires, among other things, that the consumers benefiting from the efficiencies and those bearing the adverse effects are substantially the same; and
• the mere existence of some overlap between users of flight-booking and accommodation-booking services was not considered sufficient.

Rejection of Insufficiently Substantiated Efficiency Claims

The efficiencies examined on their merits by the General Court primarily concerned flight booking services.

Booking argued in particular that the transaction would allow:

• lower prices through the elimination of double marginalization; and
• competitive responses by other OTAs that would further increase consumer benefits.

The General Court found that the alleged errors in the Commission’s decision were not capable of undermining its assessment of these efficiencies. In particular, it noted that:

• the effective pass-through of cost savings to consumers had not been demonstrated;
• the alleged price reduction appeared too limited to significantly influence consumer behavior; and
• the anticipated responses of competitors were based on assumptions that were insufficiently substantiated and difficult to verify.

The judgment therefore illustrates the demanding evidentiary standard that continues to apply to efficiency claims.

Rejection of Efficiency Claims Raised Too Late in the Procedure

Part of the efficiencies invoked by Booking were not examined on the merits because they had not been presented sufficiently early in the administrative proceedings.

In particular, the General Court noted that the argument relating to a “one-stop shop” bringing together multiple travel services had not been clearly advanced as an efficiency claim during the administrative procedure. It also relied, at least in part, on expert evidence produced after the Commission’s decision.

The case also highlights the importance of identifying and documenting efficiencies from the outset of the Commission’s administrative review process.

Key Takeaways

• Confirmation of ecosystem theories: The acquisition of a company active in an adjacent market may strengthen the acquirer’s dominant position in its core market, particularly where it enables the acquirer to gain access to new customers and steer them toward its own services. While especially relevant in digital markets, this approach is not new and also applies to any interconnected markets.
• Toward an increasingly forward-looking assessment: Even in the absence of a horizontal overlap between the parties in the same market, transactions may raise concerns where the complementarity of activities in adjacent or related markets is likely to consolidate an existing dominant position. A prospective and indirect increase, even a limited one, in the acquirer’s market share on the dominated market resulting from the acquisition of a complementary business may be sufficient to jeopardize the transaction. This is particularly true in markets characterised by strong network effects and significant barriers to expansion.
• Higher evidentiary standards for efficiency claims: Efficiency gains must be prepared and substantiated well in advance. Late submission, insufficient quantification, or the absence of a clear link to the affected consumers may significantly reduce their evidentiary value and limit the extent to which they are taken into account.

Published on 18.09.2026.

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.

“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.