The Revised Commission Merger Control Referral Mechanism – Practical Considerations For Luxembourg M&A Transactions

On 26 March 2021, the European Commission (the "Commission") published "Commission Guidance on the Application of the Referral Mechanism set out in Article 22 of the Merger Regulation to Certain Categories of Cases".¹

The impact of the document comes close to a paradigm shift for merger control in the European Union and its Member States, extending significantly the Commission's discretion to intervene in M&A transactions. This is particularly true for Luxembourg, which remains the only jurisdiction on the European continent to date without a dedicated merger control regime.²

Companies and legal counsels are advised to take this policy change into account and to integrate the risk of EU merger control intervention into their transaction planning.