Rising Review Risk For Deals Not Meeting Merger Control Thresholds

Antitrust authorities continue to make use of powers to scrutinize deals falling below merger control filing thresholds. Many that don't have that ability, want it. The European Commission (EC) remains the frontrunner in efforts in this area although, after a crushing court defeat, it needs a new strategy. Overall, a complex patchwork of approaches is emerging with increasing uncertainty for merging parties.

Below-threshold digital and pharmaceuticals transactions—especially so-called "killer acquisitions"—are seen as most likely to raise antitrust concerns and, unsurprisingly, remain top of most authorities' hitlists.

But the focus is not exclusively on these sectors. In 2024, antitrust authorities also pursued assessments of non-notifiable deals relating to ports, cement, food and pallets, including serial acquisitions in these markets. PE-backed roll-up strategies have also raised concerns (as discussed in Private equity and serial acquisitions continue