How to Coordinate EU and French Merger Filings, Step‑by‑step Procedure for 2026

Any cross‑border acquisition that touches France forces deal teams to answer a threshold question before the share‑purchase agreement is even signed: does this transaction require notification to the European Commission, to the Autorité de la concurrence, or to both? Understanding how to coordinate EU and French merger filings in 2026 is now more critical than ever, because France raised its national merger control thresholds with effect from 1 September 2026, the European Commission published draft revised Merger Guidelines on 30 April 2026, and the Foreign Subsidies Regulation (FSR) screening regime continues to add a parallel layer of prior‑authorisation analysis.

This guide sets out the entire merger filing process France vs EU in a sequential, actionable format designed for corporate counsel, private‑equity sponsors, in‑house legal teams and M&A project managers who need to map out notification obligations, SPA timing and closing conditions.

Overview of the process and who it applies to

EU and French merger control are complementary regimes that operate on an exclusivity principle: a transaction that meets the turnover thresholds in Council Regulation (EC) No 139/2004 (the “EUMR”) is notified to the European Commission, and the Commission normally has sole jurisdiction. A transaction that falls below EUMR thresholds but meets national French thresholds under Articles L.430‑1 to L.430‑10 of the French Commercial Code must be notified to the Autorité de la concurrence instead. In limited circumstances, referral requests under Articles 4(4), 4(5), 9 and 22 EUMR, jurisdiction can shift between the two authorities.

The merger filing process France vs EU therefore begins with a four‑way decision:

• EC‑only filing. The deal exceeds EUMR turnover thresholds and does not qualify for referral back to France.
• France‑only filing. The deal falls below EUMR thresholds but exceeds French thresholds under the Commercial Code.
• Parallel filing. Rare in practice due to the EUMR “one‑stop‑shop” principle, but possible when an EC filing runs alongside a separate FDI or FSR notification in France.
• No filing required. The deal is below both sets of thresholds (more common after the September 2026 threshold increase).

This guide applies to horizontal mergers, vertical mergers, conglomerate concentrations and joint‑venture creations that constitute a “concentration” within the meaning of the EUMR or the French Commercial Code. It is relevant to any acquiror, target, financial sponsor or adviser involved in structuring a deal with a French nexus. For deal teams that also need to navigate other jurisdictions, the procedural logic here mirrors the approach used in other multijurisdictional filings, readers may compare the process with, for example, how to get merger approval in Brazil.

Eligibility and prerequisites, merger control requirements France 2026

Before preparing any filing, the deal team must run two parallel threshold tests: the EUMR test and the French national test. If either set of thresholds is met, a mandatory suspensory obligation applies, the transaction cannot close until clearance is obtained.

EUMR jurisdiction test

Under Article 1(2) EUMR, the European Commission has jurisdiction where:

1. The combined aggregate worldwide turnover of all undertakings concerned exceeds €5 billion; and
2. The aggregate EU‑wide turnover of each of at least two undertakings concerned exceeds €250 million, unless each undertaking achieves more than two‑thirds of its EU‑wide turnover within one and the same Member State.

An alternative test under Article 1(3) EUMR applies where worldwide turnover exceeds €2.5 billion, combined turnover in each of at least three Member States exceeds €100 million, and individual turnover of at least two undertakings in each of those Member States exceeds €25 million, with each of at least two undertakings having aggregate EU‑wide turnover above €100 million (again subject to the two‑thirds rule).

Worked example. A French‑headquartered industrial group (worldwide turnover: €6 billion; EU turnover: €3 billion) acquires a German manufacturer (worldwide turnover: €1.2 billion; EU turnover: €900 million). Combined worldwide turnover is €7.2 billion (exceeds €5 billion), and both parties individually exceed €250 million in the EU. Neither achieves two‑thirds of its EU turnover in a single Member State. Result: EUMR thresholds are met, file with the European Commission.

French national thresholds (effective 1 September 2026)

If the deal does not meet EUMR thresholds, French merger control requirements apply under Article L.430‑2 of the French Commercial Code, as amended by the Loi de simplification de la vie économique. The threshold increase that took effect on 1 September 2026 raised the bar for mandatory notification as follows:

Separate, lower thresholds remain for the retail sector and for overseas‑territory transactions; deal teams must confirm whether sector‑specific rules apply. The practical consequence of the increase is that many mid‑market acquisitions in France that previously triggered a mandatory filing now fall below the new thresholds. Teams should nevertheless document their threshold analysis in a diligence memo, the Autorité has stressed that it may use its residual power under Article 22 EUMR to request a referral from the Commission for transactions that escape mandatory notification but raise competition concerns.

FDI and FSR overlay. Even where no merger control filing is required, a transaction involving a non‑EU acquiror may trigger a separate FDI screening obligation under French décret provisions (administered by the Ministry of the Economy) or an FSR notification to the European Commission. These parallel regimes are not a substitute for merger control but can affect deal timetables and SPA drafting.

Step‑by‑step procedure to coordinate EU and French merger filings in 2026

The following numbered procedure covers the entire sequence from initial jurisdiction screening to post‑clearance closing. The mandatory timeline table below summarises each step, the responsible party and the typical duration.

Step 1, Early jurisdiction screening and clearance matrix

Within the first days of deal consideration, lead counsel and antitrust counsel should compile a jurisdiction matrix. This involves gathering audited turnover figures (worldwide, EU‑wide and France‑specific) for both the acquiror group and the target, testing those figures against both EUMR and French thresholds, and flagging any FDI or FSR triggers. Key actions include:

• Obtain audited accounts or trailing‑twelve‑month management accounts for all undertakings concerned.
• Identify the relevant “undertaking” perimeter, including portfolio companies held by the same PE fund.
• Run both threshold tests and record results in a written memo.
• Screen for FDI (sensitive sectors under French law) and FSR notification obligations.

Step 2, Decide filing strategy (EC‑only, France‑only, parallel or referral)

Once the jurisdiction matrix is complete, the deal team selects its filing strategy. When to file with the European Commission rather than the Autorité de la concurrence depends entirely on the threshold analysis:

• EUMR thresholds met → File with the European Commission. The one‑stop‑shop principle applies; France may not require a separate filing (unless FDI/FSR is triggered).
• EUMR thresholds not met, French thresholds met → File with the Autorité de la concurrence under the French Commercial Code.
• Both thresholds arguably met (e.g., borderline two‑thirds rule) → Seek pre‑notification guidance from DG Competition’s case team to confirm jurisdiction before filing.
• Neither threshold met → No mandatory filing. Document the analysis. Consider whether the Autorité may seek an Article 22 referral.
• Referral option → Parties may request a referral under Article 4(4) EUMR (from EC to France) or Article 4(5) (from France to EC) before formal notification. Early engagement with both authorities is advisable.

SPA timelines for merger control should be set during this step. Industry observers expect robust SPA drafting to include a merger‑control condition precedent along the following lines: “Closing shall occur within [five] business days after receipt of unconditional clearance (or expiry of the applicable review period without a decision) from all Relevant Authorities, provided that if Phase II proceedings are opened, either party may terminate this Agreement if clearance has not been obtained by the Long‑Stop Date.” Such language should also address interim operating covenants and reverse‑break fees if clearance is denied.

Step 3, Draft and file the notification

For an EC filing, antitrust counsel completes Form CO (or the Short Form CO where applicable), which is submitted electronically to the Commission’s Directorate‑General for Competition. For a French filing, counsel prepares the notification form prescribed by the Autorité de la concurrence, attaching a corporate group tree, turnover schedules, market‑share data and a redacted copy of the SPA. Wall‑crossing protocols and confidentiality handling are critical: the target’s sensitive commercial information must be managed under clean‑team arrangements to avoid gun‑jumping risks.

• Pre‑notification contacts with DG COMP (EC) or the Autorité’s merger unit are strongly recommended. These informal discussions can clarify market definitions, data requirements and likely timetable before the formal clock starts.
• Electronic filing is the standard route for both authorities. Ensure all annexes are complete, incomplete filings will not be declared “complete” and the review clock will not start.

Step 4, Phase I review and early remedies interplay

Once a filing is declared complete, the Phase I clock begins. At the EC level, Article 10(1) EUMR provides for a Phase I review period of 25 working days. The Autorité de la concurrence conducts its own Phase I review within 25 working days under French law (the period may be extended where commitments are offered). During Phase I, the reviewing authority will issue requests for information (“RFIs”), and the clock may stop if the parties fail to respond within prescribed deadlines.

If both an EC filing and a parallel FDI or FSR notification are running, the deal team must coordinate remedy discussions across authorities. Early identification of potential overlapping remedies (e.g., divestiture of a French subsidiary demanded by both the Autorité under FDI rules and the Commission under the EUMR) avoids contradictory commitments.

Step 5, Phase II, remedies and closing

If the reviewing authority has “serious doubts” (EC) or identifies competition concerns that cannot be resolved in Phase I (Autorité), it opens Phase II proceedings. At the Commission, Article 10(3) EUMR provides for a Phase II period of 90 working days, extendable by up to 20 working days at the parties’ request or the Commission’s initiative. The Autorité’s Phase II period runs for an additional period following referral to its Collège.

Remedies negotiation, whether structural (divestitures), behavioural (access commitments) or a combination, typically runs in parallel with the Phase II investigation. Deal teams should prepare divestiture packages and identify potential purchasers early. The SPA should include holdback or escrow mechanisms to cover merger remedies in France and bridge any gap between clearance and closing.

Required documents and information for EU and French merger filings

Both regimes require substantial documentation. The table below lists the core documents needed for a French merger filing and an EC filing, along with practical notes on format and responsibility.

All supporting documents should be prepared in parallel with the notification form to avoid delays in the authority declaring the filing “complete.” Where the transaction involves a non‑EU acquiror, additional corporate documentation (certificates of incorporation, beneficial ownership declarations) may be required. Teams working on deals with a French employment dimension may also wish to review France’s works council consultation requirements, as employee‑representative notification can run alongside the merger filing.

EU vs French notification timeline, key deadlines and SPA alignment

Understanding the statutory review periods is essential for setting realistic SPA long‑stop dates and coordinating closing across workstreams.

SPA alignment tips. The deal team should build the following milestones into the SPA timetable:

• Condition precedent. Include explicit wording that closing is conditional upon receipt of unconditional clearance from all relevant merger control authorities, or expiry of the applicable review period without a prohibition decision.
• Long‑stop date. Set the long‑stop date to accommodate a worst‑case Phase II scenario, early indications suggest a buffer of at least 9–12 months from signing is prudent for EC filings that carry Phase II risk.
• Interim operating covenants. Include ordinary‑course‑of‑business covenants and anti‑gun‑jumping protections to ensure the target’s business is preserved during the review period.
• Reverse‑break fee. Where clearance risk is significant, consider a reverse‑break fee payable by the acquiror if the transaction is prohibited or if the acquiror declines to offer sufficient remedies.

Costs, fees and budget considerations

Filing fees and advisory costs vary significantly depending on whether the filing is made at the EC or national level, and on whether the case progresses to Phase II. The table below provides indicative ranges.

All figures above are indicative. Deal teams should obtain firm fee estimates from antitrust counsel and economic consultants at the jurisdiction‑screening stage to integrate these costs into the deal model.

What changes in 2026, merger control requirements France 2026 and EC developments

Three concurrent regulatory developments in 2026 directly affect how to coordinate EU and French merger filings:

1. French threshold increase (1 September 2026). The Loi de simplification de la vie économique raised the combined worldwide turnover threshold from €150 million to €250 million and the individual France turnover threshold from €50 million to €80 million. The likely practical effect is that a significant number of mid‑market transactions that previously required Autorité notification now fall below the new thresholds. Deal teams must re‑run threshold analyses for any transaction signed before but closing after 1 September 2026.

2. EC draft Merger Guidelines (30 April 2026). The European Commission published draft revised Merger Guidelines for public consultation, signalling potential interpretive shifts on market definition, innovation theories of harm and remedies assessment. While the draft Guidelines are not yet binding, early indications suggest that deal teams should anticipate more granular data requests during Phase I and adjust preparation timelines accordingly.

3. Foreign Subsidies Regulation (FSR) and FDI screening. The FSR, which requires prior notification to the Commission of concentrations involving financial contributions from non‑EU governments above specified thresholds, continues to add a parallel filing layer. In France, the national FDI screening regime (administered by the Direction générale du Trésor) applies to acquisitions of control in entities operating in sensitive sectors. The interaction between FSR, FDI and merger control means that some deals now require three separate notifications, each with its own timeline and potential conditions.

The combined effect of these changes is that deal teams can no longer rely on a single threshold test. Every transaction with a French nexus should be assessed against EUMR thresholds, the new French thresholds, FDI screening criteria and FSR notification thresholds. Documenting this four‑way analysis in a written memo is now considered best practice by industry observers.

Common pitfalls and how to avoid them

• Mis‑calculating turnover. Use audited group accounts and confirm the “undertaking” perimeter, including all entities under common control (PE portfolio companies under the same fund). Document every assumption in writing.
• Late or inadequate remedies planning. Prepare divestiture templates, identify potential buyers and model remedy scenarios before Phase I ends. Waiting until Phase II is opened dramatically compresses negotiation timelines.
• SPA drafting that assumes short review timelines. Phase I clearance within 25 working days is the best case. Build SPA conditions and long‑stop dates that accommodate Phase II and potential clock stops. Include interim operating covenants and anti‑gun‑jumping clauses.
• Failing to run FDI and FSR checks. A transaction that does not trigger merger control may still require FDI approval or FSR notification. Screen for all parallel regimes at the outset.
• Poor coordination across counsel. Appoint a single antitrust lead to manage the overall timeline, coordinate pre‑notification contacts with both the Commission and the Autorité, and ensure consistent market definitions across filings.
• Gun‑jumping. Closing before clearance is obtained, or exercising control over the target during the review period, can result in substantial fines. Maintain strict information barriers and ensure all pre‑closing integration planning is hypothetical.

Conclusion

Coordinating EU and French merger filings in 2026 requires deal teams to navigate a shifting landscape: higher French thresholds, evolving EC Guidelines and the overlay of FSR and FDI screening. The procedural core, however, remains sequential and manageable. Run both threshold tests early. Document the analysis. Choose the correct filing authority. Prepare the notification in parallel with SPA negotiations and build closing conditions that accommodate realistic review timelines. By following the step‑by‑step procedure outlined above and engaging antitrust counsel before signing, deal teams can minimise delay, avoid gun‑jumping risk and keep their transaction on track to close.

Sources

1. European Commission, Merger Control (DG Competition)
2. EUR‑Lex, Council Regulation (EC) No 139/2004 (EUMR)
3. Autorité de la concurrence, official guidance and press releases
4. Legifrance, French Commercial Code (Articles L.430‑1 to L.430‑10)
5. European Commission, Foreign Subsidies Regulation (FSR) guidance
6. European Commission, DG Competition Merger Guidelines consultation
7. OECD, Competition policy and merger control resources