April 20, 2026, 19:01 GMT | Insight
Merging companies will see the EU pay close attention to the impact of their deals on the innovation race as well as the risk of them accessing sensitive data on rivals, according to new guidelines under consideration. The
European Commission is to unveil a new policy approach to assessing corporate tie-ups, where it will also flesh out the risks of minority shareholdings and the impact on workers.
Merging companies will see the EU pay close attention to the impact of their deals on the innovation race as well as the risk of them accessing sensitive data on rivals, according to new guidelines under consideration.
In the coming weeks, the European Commission is planning to publish new guidance on assessing corporate tie-ups — seen by MLex — that will also flesh out the risks of minority shareholdings and impact on workers.
EU commissioner Teresa Ribera is signaling a more “dynamic” lens on dealmaking to allow European companies to build “scale” in the face of global competition.
Alongside suggestions on how companies can justify the benefits of their deals (
here), the regulator also details numerous ways a merger can harm competition, from curbing the way rivals compete head-to-head to crimping investment, expansion and innovation.
— Innovation —
Traditionally, merger review has focused on the risk a transaction will lead to higher prices for consumers. In recent years investigators have paid more attention to companies’ impact on innovation and that approach is set out in detail in the guidelines.
Officials commit to assess whether a deal leads to the loss of an "important competitive force," which could mean the exit of a company that competes aggressively on price or offers products that are particularly desirable to customers because of their high quality or sustainability attributes, for example.
Even if a firm has no market share, the guidelines say it may still have a pipeline of innovative products that present a competitive threat. But if there are plenty of innovators still on the market after a merger, that could help justify a clearance.
For industries where R&D plays an important role, the new guidelines flesh out the harm to the "process of innovation rivalry" — that's to say the risk that a merger could see two companies with overlapping R&D abandon one of their projects.
The closer the two companies’ projects and R&D capabilities, the weaker the incentive will be to innovate if the merger goes through, the commission says.
Companies can, however, argue that the merger will mean one of them can redeploy their R&D resources elsewhere on new projects which benefits the same customers.
When looking at innovation, officials will pay close attention to companies that may have rare capabilities, be particularly fast or disruptive, or have a significant future R&D pipeline.
— Sensitive data —
The draft guidelines also pay expanded attention to the idea that gaining access to commercially sensitive information via a transaction can be a standalone harm.
The draft cites a string of mergers where that has been a potential issue, from UMG’s recent takeover of Downtown and Boeing’s 2025 buyout of Spirit to CVC’s 2022 takeover of Ethniki and Wieland
Aurubis Rolled Products acquisition of Schwermetall, which was blocked in 2019.
Access to such insights can lead to less aggressive pricing or expansion, and coordination. It need not lead to the exclusion of a rival to generate competition concerns, the commission says.
The kinds of data that could catch the regulator’s eye include contracting terms, costs, technical performance and expansion plans.
— Portfolio —
The draft guidelines set out the commission’s approach to deals that create portfolios of products. For example, they explain that a brand could leverage its expanded portfolio when negotiating with retailers, who might struggle to walk away from the talks.
This was an avenue for enquiry in last year’s probe into Mars’s takeover of
Kellanova and that transaction — which was cleared unconditionally — is cited in the draft guidelines.
If a retailer lost access to the portfolio of products, would customers switch to a rival shop? If so that would hurt the retailer’s revenues, while the brand would recoup the sales from the other shop.
The guidelines also point to the technology licensing sector as one to watch for portfolio concerns. For example, a deal could lead to the buyer having an expanded patent portfolio and gaining more negotiating power. They cite
Qualcomm’s aborted takeover of NXP as an example.
— Labor —
While merger review has traditionally focused on products and services sold to business and consumers, the guidelines also shine a light on companies' role as employers.
A merger of two companies — if they are powerful enough — can lead to lower wages, worse conditions and affect mobility. This can have a knock-on effect on prices, quality and choice for the companies' customers, the draft says.
Such consequences are more likely when workers may be specialized and have few alternative employers in a specific market.
This can be counter-acted if workers have their own power through collective agreements or if labor laws ban certain practices, the draft says.
The commission limits its scrutiny, however, saying a merger review won't look at the consequences on employees that aren't related to a loss of competition, such as plans to restructure a corporation.
— Minority shareholdings —
European merger and antitrust regulators have objected in recent years to different forms of minority shareholdings.
The draft guidelines specify that owning a stake in a rival could be a standalone concern to be looked at in the context of a merger or an aggravating factor that exacerbates other competition concerns.
The draft guidelines say that “in principle” a minority stake below 5 percent wouldn’t attract concerns in-and-of itself, save for special circumstances.
The document also flicks at concerns over common ownership — where a single money manager may have a stake in multiple rivals — asserting that being “minority owned” by the same entity could reduce incentives to compete.
The text remains under discussion. A final draft of the guidelines will be published for consultation in the coming weeks.
Please email editors@mlex.com to contact the editorial staff regarding this story, or to submit the names of lawyers and advisers.
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