At the end of April 2026, the Commission published a draft of the new guidelines and launched a consultation with Member States and stakeholders. The final guidelines are expected to be adopted by the end of 2026.

A notable positive aspect of the draft is that the Commission explicitly recognizes that industrial scale can be pro-competitive, for example, by strengthening global competitiveness or mitigating innovation risks. Such a positive assessment of size and scale has not been reflected in the previous guidelines or in the Commission’s case practice. At the same time, pro-competitive scale is distinguished from critical market power. The draft also introduces new factors to be considered, including supply chain resilience, the security of critical infrastructure, the reduction of strategic dependencies, and access to critical inputs.

The draft also explicitly addresses another key concern of industry: stronger recognition of potential efficiency gains resulting from mergers. In future, the “theory of benefit” is to be assessed alongside the “theory of harm” on an equal footing and become an integral part of the overall evaluation. In addition to direct efficiencies, dynamic efficiencies will also be taken into account, for example, those that promote innovation or investment in the long term, provided they are plausible and substantiated. The burden of proof remains with the companies, making early and targeted preparation, as well as robust internal documentation, essential. In addition, a new “Innovation Shield” is intended to facilitate acquisitions of start-ups.

However, the new guidelines not only set out measures to facilitate future mergers but also provide a detailed account of possible theories of harm. The Commission uses these to assess the potential anti-competitive effects of a merger. In its draft guidelines, the Commission also introduces new theories. These include, among other things, the assessment of negative effects resulting from a loss of innovation or investment competition, from the entrenchment of a dominant market position, or from access to commercially sensitive information. Also new are comments on critical market power in labour markets. In some sectors, the risk of intervention could also increase as a result of these new theories of harm.

Overall, the new merger control guidelines are likely to shape the EU’s competitive landscape in the coming years. They expand the scope for companies to justify mergers and bring the discussion on “European champions” back into focus. At the same time, the Commission emphasizes that this does not constitute a free pass for mergers: their competitive effects will continue to be rigorously scrutinized, in some cases even more intensively. Moreover, the Commission retains broad discretion in balancing pro-competitive and anti-competitive effects.