Competition+

For years, the maxim was simple: if notification thresholds aren’t met, merger control doesn’t apply.

But since the Towercast ruling (CJEU, 2023), competition authorities have a clearer path to scrutinise below-threshold deals through Articles 101/102 TFEU — and national authorities have issued their first decisions on these grounds.

In this episode, our host Lucy Charatan (CMS UK) with our merger control experts Marine Bonnier (CMS, Paris) and Sébastien Willems (CMS, Brussels), will unpack the first enforcement decisions in France (by the FCA) and Belgium (by the BCA), including:

1. Doctolib : seven years after the acquisition, the FCA prohibits a killer acquisition under Article 102
2. Proximus/EDPnet: early use by the BCA of the Towercast doctrine with interim measures and close monitoring of the transaction
3. Dossche Mills/Ceres: a proactive stance from the BCA - an investigation launched immediately after announcement under Article 101, and the deal ultimately abandoned.

Practical takeaways for companies & counsel:
- below-threshold ≠ below radar
- legal certainty is deteriorating

-> Deal planning needs to evolve and must take into account the risk of a review on the basis of Articles 101 and 102