The Draft Revised EU Merger Guidelines: Important Evolution, No Revolution

In Short

The Situation: The European Commission ("EC") has opened a consultation on the first full rewrite of its EU merger guidance in more than two decades. The draft consolidates the 2004 Horizontal Merger Guidelines and 2008 Non-Horizontal Merger Guidelines into a single framework and updates the analytical toolkit to reflect the specificities of digital markets, innovation-led competition, labor-market effects, and a more explicit role for resilience, sustainability, and the geopolitical context.

The Development: The draft is more notable for codification and systematization than for a wholesale policy shift. Much of the text restates decisional practice and case law in a more accessible structure. But it also introduces several meaningful innovations, including new theories of harm, a dedicated labor-market framework, a more structured innovation analysis, and a description of how Member States may invoke their legitimate interests to challenge a transaction authorized by