M&A Lawyers France 2026: Merger‑control Thresholds, Effective Dates & Deal Risks

France’s merger‑control landscape shifted on 14–15 April 2026, when the National Assembly and Senate adopted the Loi de simplification de la vie économique, significantly raising the turnover thresholds that trigger a mandatory notification to the Autorité de la concurrence. For M&A lawyers in France, and the GCs, PE sponsors and deal teams they advise, the reform means that a material number of transactions will fall outside the French filing obligation for the first time in over a decade. The change arrives alongside the European Commission’s concurrent review of its own Merger Guidelines, creating a dual layer of regulatory recalibration that affects notification risk, deal structuring and closing timetables for every cross‑border transaction touching French revenues.

This guide sets out the exact new thresholds, the expected effective dates and transitional rules, a practical structuring playbook, and a step‑by‑step Autorité filing checklist designed to help practitioners make the notify‑or‑not decision with confidence.

• New combined worldwide turnover threshold: €150 million (up from €75 million).
• New individual French turnover threshold: €50 million (up from €25 million).
• Expected entry into force: H2 2026, industry observers expect application between 1 August and 1 October 2026, pending promulgation and implementing decrees.

What Changed, The Loi de Simplification de la Vie Économique (2026)

The Loi de simplification de la vie économique is a broad legislative package designed to reduce administrative burdens on French businesses. Article 8 of the law targets merger control directly, doubling the turnover thresholds that have remained unchanged since the last major recalibration. The law was adopted by the Assemblée nationale and the Sénat on 14–15 April 2026, as recorded in the legislative dossier published on Légifrance. The Autorité de la concurrence issued a press release on 16 April 2026 welcoming the threshold increases and signalling that operational guidance would follow once implementing decrees are published.

The scope of the reform covers standard merger‑control thresholds applicable to transactions in metropolitan France. Specific thresholds applicable to certain overseas territories (outre‑mer) and to the retail sector are addressed separately and are not doubled by Article 8. Deal teams should verify which threshold set applies to their transaction before concluding that no filing is required.

Legislative Background, Why Thresholds Rose

The previous thresholds, €75 million combined worldwide and €25 million individual French turnover, were set at a time when the Autorité reviewed approximately 200–250 notified transactions per year. The French government’s stated rationale, as set out in the Ministry of Economy’s press release, was that inflation, GDP growth and rising corporate revenues had rendered the old thresholds disproportionately low, capturing transactions with limited competitive impact. The reform aligns France more closely with other major EU member states and frees the Autorité’s resources to focus on transactions that present genuine competitive concerns, including so‑called “killer acquisitions” in digital and pharmaceutical markets. For M&A lawyers in France advising on mid‑market transactions, the practical effect is a substantially narrower filing obligation.

New French Merger‑Control Thresholds, Numbers, Scope and Worked Examples

Under Article 8 of the Loi de simplification de la vie économique, as adopted on 14–15 April 2026, a concentration must be notified to the Autorité de la concurrence when the following cumulative conditions are met:

• Combined worldwide turnover of all parties exceeds €150 million (previously €75 million).
• Individual French turnover of at least two of the parties each exceeds €50 million (previously €25 million).

Both conditions must be satisfied simultaneously. If a transaction meets only one limb, no French filing obligation arises under the general regime. Separate, lower thresholds continue to apply in the retail sector and for certain overseas territories, deal teams must check these independently.

How Turnover Is Calculated, Rules and Special Cases

Turnover for merger‑control purposes is calculated on the basis of the parties’ most recent audited annual accounts, applying the rules set out in Articles L. 430‑2 and R. 430‑2 of the Code de commerce. The treatment varies by transaction type:

Turnover figures must be net of VAT and intra‑group transactions. For financial institutions and insurance companies, specific revenue‑based calculations replace standard turnover. The Autorité’s published guidelines on turnover calculation remain authoritative and are expected to be updated once the implementing decrees are finalised.

Worked Examples, Merger Control Thresholds France in Practice

Example 1, Share sale of a French target by a foreign seller. A US industrial group (worldwide turnover: €2 billion; French turnover: €80 million) sells its French subsidiary (French turnover: €55 million) to a German acquirer (worldwide turnover: €500 million; French turnover: €60 million). Combined worldwide turnover of the acquirer and target exceeds €150 million. The acquirer’s French turnover (€60 million) and the target’s French turnover (€55 million) each exceed €50 million. Result: notification required.

Example 2, Asset purchase of a small French business line. A French PE‑backed platform (worldwide turnover: €300 million; French turnover: €120 million) acquires a product line from a competitor. The product line generated €35 million in French revenue in the last audited year. Combined worldwide turnover exceeds €150 million, but the target’s French turnover (€35 million) falls below the new €50 million individual threshold. Result: no French notification required under the new thresholds. Under the old thresholds, this transaction would have been notifiable (€35 million exceeded the former €25 million individual threshold).

Example 3, PE platform add‑on. A mid‑market PE fund’s French portfolio company (worldwide turnover: €90 million; French turnover: €70 million) acquires a bolt‑on target (worldwide turnover: €40 million; French turnover: €30 million). Combined worldwide turnover is €130 million, below the new €150 million threshold. Result: no notification required, regardless of individual French turnover figures, because the first cumulative condition is not met.

Effective Dates, Transition Rules and Practical Timeline

The Loi de simplification de la vie économique was adopted by parliament on 14–15 April 2026. However, adoption alone does not bring the new notification thresholds 2026 into operational effect. Promulgation by the President of the Republic and publication in the Journal officiel, followed by any required implementing decrees, must occur first. The French Ministry of Economy’s press release described the law as “a major step forward for economic activity in France” but did not specify a fixed application date for the merger‑control provisions.

Industry observers expect the new thresholds to become operational in the second half of 2026, with a widely reported window between 1 August and 1 October 2026. Deal teams should treat this window as indicative, not confirmed, and monitor Légifrance and the Autorité de la concurrence’s website for the official promulgation date.

Transitional considerations. The Autorité has historically applied the thresholds in force at the date a concentration is completed (i.e., closing), not the date of signing. For deals signed before the effective date but closing after it, the new, higher thresholds should apply, meaning some transactions that would have been notifiable at signing may no longer require a filing by the time they close. However, this position has not yet been formally confirmed for the 2026 reform. The prudent approach is to prepare a filing in parallel and withdraw it if the higher thresholds come into force before closing.

What Will No Longer Be Notifiable, Deal‑Structuring Playbook to Avoid French Notification

The doubling of French merger‑control thresholds means that a significant class of mid‑market transactions will fall outside the Autorité’s mandatory review. Based on the Authority’s published decision statistics, early indications suggest that the reform could remove roughly 15–20 % of annual notifications, primarily smaller bolt‑on acquisitions, carve‑outs and add‑on deals by PE platforms.

The following transaction categories are most likely to benefit:

• Small bolt‑on acquisitions where the target’s French turnover is between €25 million and €50 million, previously notifiable, now below the individual threshold.
• Mid‑market platform deals where combined worldwide turnover falls between €75 million and €150 million.
• Asset carve‑outs of product lines or divisions with French revenues below €50 million, even where the seller is a large multinational.
• Minority investments that do not confer decisive influence and therefore do not constitute a “concentration”, these were never notifiable, but the threshold increase reduces the risk of inadvertent capture where control is contested.

For M&A lawyers in France advising on deal structuring to avoid notification, several structuring levers deserve attention, each with its own risk profile:

• Share deal vs. asset deal. Structuring as an asset purchase allows the parties to transfer only the specific business lines, isolating turnover attributable to the carve‑out. If the carved‑out French turnover falls below €50 million, no filing is triggered, even where the seller’s consolidated French revenues far exceed the threshold.
• Staged acquisitions. Acquiring a minority stake below the decisive‑influence threshold in Stage 1, followed by a top‑up to control in Stage 2, may allow each stage to be assessed independently. However, the Autorité may treat staged transactions as a single concentration if they are linked by conditionality or a framework agreement.
• Carve‑outs with transitional services agreements (TSAs). Where a division is extracted from a larger group, the carve‑out turnover must be calculated accurately. Overly generous TSAs that keep revenue flowing through the seller’s accounts can distort the calculation and risk Authority challenge.
• Warranties and undertakings. In transactions that sit close to the new thresholds, robust turnover warranties in the SPA, backed by auditor confirmation, provide a paper trail demonstrating that thresholds were not met. This documentation is essential if the Authority queries the non‑filing post‑closing.

Practical Mechanics, Drafting Checklist

When structuring a transaction to fall below the notification thresholds 2026, deal teams should ensure the following items are addressed in transaction documentation:

• Seller’s audited turnover schedules, broken down by territory (France vs. rest of world) and by business line.
• Specific representations in the SPA confirming the target’s (or carved‑out business’s) French turnover for the most recent audited financial year.
• Independent auditor or accountant confirmation of the carve‑out turnover, particularly for asset deals.
• A memo to file documenting the threshold analysis, including the methodology used and any judgment calls (e.g., allocation of shared revenues). This supports a defence if the Autorité later investigates a failure to notify.
• Closing conditions that require re‑verification of turnover if the gap between signing and closing exceeds 12 months, to account for organic revenue growth that could push the target above €50 million. For further guidance on why disclosure letters matter in M&A, practitioners should ensure that turnover data is properly disclosed and warranted.

Autorité de la Concurrence Filing Process, Likely Timetable and Remedies

For transactions that do meet the new thresholds, the Autorité de la concurrence filing process follows a well‑established two‑phase structure. The Authority’s 16 April 2026 press release confirmed that the procedural framework will remain unchanged, only the jurisdictional trigger has been adjusted.

Step‑by‑step filing checklist:

• Pre‑notification contacts. The Autorité encourages informal pre‑notification discussions, particularly for complex or novel transactions. These are not mandatory but can significantly reduce the risk of the formal filing being declared incomplete.
• Form and supporting documents. Parties must submit a completed notification form, including detailed market‑share data, turnover schedules (worldwide, EEA, France), a description of vertical and horizontal overlaps, and copies of the transaction agreements.
• Phase I review (25 working days). The clock starts when the Autorité confirms the filing is complete. The Authority publishes a summary on its website and invites third‑party comments. Most transactions are cleared in Phase I, either unconditionally or with commitments.
• Phase II review (65 working days, extendable to 85). If the Autorité identifies serious competitive concerns, it opens an in‑depth investigation. Phase II is relatively rare, historically, fewer than 5 % of notified transactions proceed to this stage.
• Parallel EU filing coordination. For transactions that also meet the EU Merger Regulation thresholds, practitioners must coordinate the French and EU filings. Where the EU thresholds are met, the “one‑stop shop” principle generally gives the European Commission exclusive jurisdiction, displacing the French filing. Cross‑border M&A France counsel should map all applicable national and EU thresholds early in the deal timetable. For broader context on international deal structures, our international business guide provides additional background.

Industry observers expect the higher thresholds to reduce the Autorité’s annual caseload, potentially shortening informal pre‑notification timelines and improving responsiveness during Phase I. However, the Authority has signalled that it will focus its freed resources on complex cases, meaning transactions that are notified under the new regime may face more intensive scrutiny.

Remedies and Interim Measures

Where competitive concerns are identified, the Autorité may accept structural or behavioural remedies. Structural remedies, typically divestiture of overlapping business units, remain the Authority’s preferred tool. Behavioural commitments (access undertakings, licensing obligations) are accepted less frequently and usually in combination with structural measures.

Deal teams should draft closing conditions that expressly reference the possibility of Autorité‑imposed remedies, including a clear “hell or high water” allocation (specifying which party bears the obligation to divest if required) and a materiality threshold that defines when remedies become grounds for termination. Interim measures, including hold‑separate obligations, may be imposed during review, and gun‑jumping before clearance carries significant fines.

Cross‑Border Deals and the 2026 EU Merger Guidelines Review

The French threshold increase does not operate in isolation. For cross‑border M&A France transactions, the notification map now looks materially different: fewer French filings, but unchanged (or potentially expanded) EU filings. Multi‑jurisdictional deal teams must recalibrate their filing matrices accordingly.

Simultaneously, the European Commission launched its review of the EU Merger Guidelines in 2026, as detailed on the DG Competition review page. The draft guidelines, analysed in detail by leading firms, signal several substantive shifts that will affect how mergers are assessed at both the EU and national level:

• Killer acquisitions. The Commission is adopting a more sceptical stance toward acquisitions of nascent competitors, particularly in digital, pharmaceutical and biotech sectors. Even where traditional market‑share metrics suggest limited overlap, the loss of potential competition may trigger intervention.
• Ecosystem theories of harm. The draft guidelines introduce assessment frameworks for conglomerate effects in platform ecosystems, relevant to tech‑sector transactions where the parties operate in adjacent but non‑overlapping markets.
• Dynamic competition. Greater weight on innovation competition and pipeline products, meaning deal teams must disclose R&D activities and product roadmaps more comprehensively.

The likely practical effect for M&A lawyers in France is a two‑track world: fewer deals captured at the French national level, but those that reach the EU threshold will face more exacting substantive scrutiny. The practical rule of thumb is straightforward, map French and EU thresholds simultaneously at the outset of every transaction. Where only the French thresholds are met, expect a lighter procedural burden post‑reform. Where EU thresholds are triggered, prepare for a more demanding substantive review under the updated guidelines. Coordination between French and EU counsel should begin at the letter‑of‑intent stage, not after signing. Our international commercial law guide provides further background on multi‑jurisdictional regulatory coordination.

Conclusion, Practical Guidance for Deal Teams

The compliance question for every France‑touching transaction in 2026 reduces to a simple decision tree: calculate combined worldwide turnover and individual French turnover against the new thresholds (€150 million / €50 million), verify the effective date on Légifrance, and plan your Autorité filing, or document why no filing is required. For transactions near the thresholds, structuring options exist but must be documented rigorously and stress‑tested against the Authority’s enforcement practice. Those seeking tailored pre‑signing notification risk assessment from experienced French M&A lawyers should engage local counsel early in the deal timetable to avoid costly surprises at closing.

Sources

1. Autorité de la concurrence, Press release on adoption of the Loi de simplification de la vie économique
2. Légifrance, Dossier législatif: Projet de loi de simplification de la vie économique
3. French Ministry of Economy, Press release on the Loi de simplification
4. European Commission, Review of Merger Guidelines (DG Competition)
5. Latham & Watkins, Merger Control in France: French Parliament Increases Notification Thresholds
6. Skadden, EC’s Draft Merger Guidelines: Analysis and Practical Implications