Merger control

October 2025  |  WORLDWATCH | MERGERS & ACQUISITIONS

Financier Worldwide Magazine

October 2025 Issue

Merger control is evolving as global regulators prioritise growth and innovation. The Trump administration has adopted a more business-friendly approach, while the European Commission is reviewing its merger guidelines to help EU firms compete globally. As regulatory complexity increases, early engagement with authorities is vital – especially for deals in sensitive sectors – to avoid delays and mitigate risks. These shifts reflect a broader trend toward aligning competition policy with industrial strategy.

FW: What are the most significant trends in merger control you have observed in recent months? How are they shaping regulatory approaches?

UNITED KINGDOM

Zimbrón: The Competition and Markets Authority (CMA) has built a reputation over the past few years as a uniquely tough enforcer. It blocked global deals like Meta/Giphy and Microsoft/Activision, even when the UK was a relatively small market and other agencies cleared the same deals or did not investigate them. That stance drew sharp criticism from business leaders. Since mid-2024, the political climate has changed. The new UK government has pressed the CMA to prioritise investment and economic growth, prompting leadership changes and the appointment of Doug Gurr, formerly of Amazon, as interim chair. In response, the CMA has adopted a more flexible and pragmatic posture. It is adopting a ‘wait and see’ approach in some global deals, stepping back where UK concerns are limited or likely to be addressed by other agencies. It is more open to clearing mergers on the grounds of efficiencies and customer benefits, and it is increasingly willing to accept behavioural remedies, rather than insisting on more onerous business divestments. While still robust, the CMA’s approach is now more proportionate and more aligned with wider economic priorities.

UNITED ARAB EMIRATES

Spence: In 2023, the United Arab Emirates (UAE) launched a major overhaul of its competition law through Federal Decree-Law No. 36 of 2023 – the new UAE competition law – marking a sharp break from the old framework. Although the law took effect on 29 December 2023, merger control filing thresholds were only published recently, set to apply from 31 March 2025. The implementing regulations are still pending but expected soon. Through Cabinet Resolution No. (3) of 2025, the UAE implemented a turnover threshold from 31 March 2025. If the annual sales of parties involved in the economic concentration in the relevant market in the UAE during the last fiscal year exceed 300m dirhams – approximately $81.7m – the deal will require competition clearance from the Ministry of Economy (MOE). This is in addition to the existing 40 percent relevant market share criterion, creating a dual-threshold system that aligns the UAE with international antitrust practices and increases the number of transactions subject to review. This has already increased the number of merger control applications and will slow down dealmaking. The MOE now requires parties meeting the merger thresholds to submit filings at least 90 days before closing, replacing the previous 30-day timeline. The review period is mandatory and extendable by 45 days. If no decision is issued within this window, the transaction is automatically rejected, reversing the prior approach where silence was considered approval.

FRANCE

Hubert: It is always difficult to detect ‘trends’ in merger control activity, especially during a short period, for two reasons. First, what competition authorities do depends on what kind of notification they receive much more than on their policy. And second, because difficult, and therefore interesting, concentrations are extremely rare. In Europe, the overwhelming majority of mergers are filed through simplified procedures – open to cases so simple that the parties do not have to provide much information – and even the ones that are not are often not really difficult. Admittedly, there is handful of problematic mergers but they are so few that it is difficult to deduce any ‘trend’. Evolution in the regulators’ approach is easier to spot in their public communication, and notably in the public consultations they organise. For instance, in the US, early termination of merger control processes are now available again, after having almost disappeared under the Biden administration.

GERMANY

Barth: Merger control is undergoing a transformation as global policymakers prioritise economic growth and innovation. In the European Union (EU), the Draghi Report advocates revising competition rules to empower European companies to compete with Chinese and US giants. Central to this shift is the evolution of merger regulations, which are expected to play a key role in scaling homegrown innovation and fostering ‘European champions’ in strategic sectors. While the EU’s substantive merger guidelines are currently under review, it remains uncertain how significantly the longstanding principles of merger assessments will be altered. The push for reform reflects a broader ambition to align competition policy with industrial strategy, enabling Europe to strengthen its global competitiveness without compromising regulatory integrity.

SWITZERLAND

Lauterburg: The Swiss parliament is currently discussing a major reform of its merger control regime. Discussions have not shown differences between the two chambers of parliament, as opposed to other reform proposals. The reform aims to replace the existing dominance test with the significantly impede effective competition (SIEC) test which will align Swiss merger control with EU practice. In addition, cross-border mergers which concern at least European Economic Area-wide markets need no longer be notified to the Swiss Competition Commission if they are subject to EU merger control proceedings.

HONG KONG

Arena: Hong Kong has a voluntary merger control regime that – at present – only applies to transactions in the telecommunications sector. The Hong Kong Competition Commission (HKCC) has not intervened in mergers outside of telecommunications, but has increasingly examined the need to do so in other sectors. For example, while the HKCC did not intervene in Cathay Pacific’s acquisition of Hong Kong Express in 2019, which effectively eliminated the flagship carrier’s only local rival, it did step in during 2023 to quash a joint venture between Cathay and Malaysia Airlines that could have eliminated competition on air routes between Hong Kong and Malaysia. Samuel Chan, chairman of the HKCC, has been vocal regarding the need to consider a move toward a broader merger control regime as a necessary next step in enforcing competition law in Hong Kong.

EGYPT

Ibrahim: With the 2022 amendment to Egypt’s competition law, the merger control regime shifted from a non-suspensory, ex-post notification system to a mandatory, suspensory ex-ante framework. This transition, spurred by the Uber-Careem acquisition and the Glovo-Delivery Hero cross-shareholding case, has led the Egyptian Competition Authority (ECA) to adopt a more assertive enforcement role. The ECA’s powers now extend to imposing behavioural and structural remedies, including conditional clearances and divestitures. Additionally, courts are empowered to impose penalties ranging from 1 to 10 percent of turnover, assets or transaction value for violations. The updated regime aligns with the EU’s concepts of ‘decisive’ and ‘material’ influence and introduces clearer procedures on jurisdictional thresholds, harm theories, simplified filings and third-party participation. These reforms have repositioned the ECA from a passive reviewer to a proactive enforcer, marking Egypt’s strategic alignment with international merger control standards and enhancing its regulatory influence in complex transactions.

UNITED STATES

James: Merger enforcement under the Trump administration has remained active, but there generally has been less hostility toward mergers. The Biden administration was marked by scepticism of M&A and strong resistance to settlements to resolve competitive concerns. Trump’s Department of Justice (DOJ) and Federal Trade Commission (FTC) have expressed support for certain Biden-era merger policy and enforcement actions, such as maintaining the ‘2023 Merger Guidelines’, which, among other things, reduced thresholds for presuming mergers harm competition, and maintaining changes to the Hart-Scott-Rodino (HSR) premerger notification form, which has significantly increased the time and expense for merging parties to prepare premerger notification filings. On the other hand, the Trump DOJ and FTC have acknowledged the potential benefits of mergers and have adopted a more open and pragmatic approach to remedies, consistent with historical agency practice. The agencies have also returned to granting early termination of HSR waiting periods, and there appears to be less general hostility toward acquisitions involving private equity firms than the prior administration.

FW: How have recent policy shifts impacted the merger review process and enforcement priorities?

UNITED ARAB EMIRATES

Spence: Policy shifts have led to increased regulatory scrutiny. With clearer thresholds and defined timelines, the MOE is now better positioned to assess the competitive impacts of mergers, potentially leading to more interventions in deals that could harm market competition. These changes have also enhanced predictability for businesses. The establishment of explicit filing requirements and penalties provides businesses with a clearer framework, allowing for more informed decision making in M&A activities. The possibility of significant fines and the risk of transaction delays serve as deterrents against anti-competitive behaviour, encouraging companies to consider competition law implications more seriously.

FRANCE

Hubert: In the EU, policy positions were supposed to play in two opposite directions. First, the accent on competitiveness and sustainability – as well as a possible future opening about the efficiency defence – should lead to a more flexible approach; that is, clearance without remedies should be easier to obtain. However, the European Commission (EC) and member states’ competition authorities willingness to capture more tech mergers should lead to more, rather than fewer, problems. That, at least, is the theory. But what do we see in practice? Not much. For instance, since the beginning of the year, all problematic transactions examined by the EC have been treated as usual, by making clearance conditional to divestments, and without any allusion to competitiveness, sustainability or efficiencies. If we look at one national authority in an EU member state such as France, the very few transactions raising competition issues were cleared without remedies after traditional analyses: horizontal, vertical and conglomerate effects. The only one whose effects were large was cleared conditional to traditional divestments.

GERMANY

Barth: The EC is reviewing its merger guidelines to streamline control procedures, reduce reporting burdens and accelerate enforcement. A key proposal from the EC’s ‘Competitive Compass’ is the introduction of an ‘innovation defence’ for mergers in strategic sectors such as electronic communications, energy, finance and defence. However, officials stress that the stringent criteria for efficiency defences will remain unchanged. While a stronger emphasis on innovation and growth could lead to higher clearance rates for mergers demonstrating clear efficiencies, the EC has historically been cautious in accepting such defences. Additionally, rising geopolitical tensions have intensified policy attention on consolidation within the EU defence sector. The review signals a potential shift in how the EC balances competition concerns with strategic industrial policy, particularly in high-impact sectors.

SWITZERLAND

Lauterburg: Given the currently very high intervention threshold under the qualified dominance test, policy shifts cannot really impact the review process. This may change with the SIEC test, once finally approved by parliament. Despite the high intervention threshold, the Competition Commission showed in 2024 that it is willing to prohibit mergers when it sees effective competition eliminated. That was the case when state-owned Swiss Post planned to acquire the financially weak Quickmail Group. The Competition Commission rejected the failing company argument and noted that there was a competition-friendly alternative to the takeover by Swiss Post. Indeed, shortly after the prohibition decision, Planzer acquired Quickmail Group.

HONG KONG

Arena: Globally, recent policy shifts have increased agencies’ willingness and ability to call in transactions that would otherwise be below thresholds. China, Japan, South Korea and many EU member states have been enhancing – or at least publicising – their ability to review transactions below their national thresholds. Even voluntary filing jurisdictions, such as Singapore, have also increased their use of merger-probe letters, requesting additional information in transactions while reminding parties of their powers to investigate. While Hong Kong remains a voluntary regime – with enforcement currently focused on telecommunications – the HKCC has been watching these developments closely and may well become emboldened to take more proactive actions in reviewing mergers and acquisitions in the near future.

EGYPT

Ibrahim: Recent policy developments highlight Egypt’s commitment to proactive merger control and regional cooperation. The Common Market for Eastern and Southern Africa (COMESA) Competition Commission operates a mandatory, non-suspensory merger notification regime, requiring parties to notify qualifying mergers within 30 days of the decision to merge, while allowing implementation before approval. In the Helios Towers acquisition of Madagascar Towers S.A. and Malawi Towers Limited, the parties were penalised for failing to notify timely. The dual obligation to file with both the ECA and COMESA has driven member states, including Egypt, toward adopting ex-ante, suspensory merger control regimes. Since joining Brazil, Russia, India, China and South Africa (BRICS) in 2024 and engaging with the BRICS Competition Law and Policy Centre, Egypt has aligned with Global South priorities, emphasising anti-monopoly measures in sectors like healthcare. Egypt’s ongoing competition law amendments aim to enhance cooperation in merger review, foster regulatory convergence, and address monopolistic practices in innovative and emerging markets through unified policy initiatives.

UNITED STATES

James: Trump administration officials have expressed an enforcement focus on certain areas, including healthcare, agriculture, consumer retail, technology and labour issues. The administration has accepted remedies to resolve competitive concerns, including business divestitures in Synopsys/Ansys, Keysight/Spirent and UnitedHealth/Amedysis. These actions reflect a departure from the Biden administration’s refusal to negotiate remedies in most mergers. There has also been focus on free speech, among other issues, in the Trump administration as part of the merger review process. For example, the FTC accepted a behavioural remedy in Omnicom/Interpublic Group aimed at preventing discrimination in advertising spending based on political or ideological viewpoint.

UNITED KINGDOM

Zimbrón: The CMA is reforming how it conducts merger reviews. In line with the government’s focus on economic growth, the CMA’s new ‘Mergers Charter’ and procedural guidance are structured around four principles: pace, predictability, proportionality and process. Its goals include clearer jurisdictional boundaries, faster review timelines and better communication with businesses. The CMA also intends to shift its enforcement priorities. It plans to focus on deals that clearly affect UK consumers or markets, rather than expending resources on marginal or global cases already under review elsewhere. For businesses, the changes promise a more navigable regime. While deals raising serious concerns will still face scrutiny, the CMA is aiming for a more disciplined and efficient process – reducing friction, avoiding unnecessary delay, and supporting investment through a more flexible and targeted approach.

FW: What role is increased scrutiny of digital and tech sector mergers playing in shaping merger control frameworks?

FRANCE

Hubert: If we look at the six decisions – since the beginning of the year – by which the EC made clearance conditional to remedies, two clearly belong to tech sectors while the others belonged to traditional sectors. But the reasoning, essentially based on classical arguments such as market share and lack of competition pressure from third parties, is the same in all those decisions. The remedies, with one exception, are traditional divestments, which makes it difficult to pretend that interest in the digital and tech sectors is shaping merger control. However, it is true that it is the willingness to control ‘killer acquisitions’ in the tech sectors that led to the new rules that have made it possible in some places to call-in below-the-threshold mergers. Indeed, the new powers seem to be being used for tech mergers – for instance, the intended acquisition of Run:ai by NVIDIA, which has been called in by the Italian authority and then referred by the latter to the EC. Once in place, the new powers could be applied to any other kind of merger. In this sense, it is true that the special interests for the digital and tech sectors are shaping the future of merger control in general.

GERMANY

Barth: Concerns over ‘killer acquisitions’ – especially in tech – have intensified. Following the Illumina/Grail ruling, which restricted the EC’s use of article 22 to review below-threshold deals, more such acquisitions may bypass EU merger control. The EC has yet to clarify how it will address this gap, but national competition authorities are stepping in, with several already applying or considering call-in powers. However, some authorities at national level also experience a certain setback. For example, while the German Federal Cartel Office has a transaction value threshold in its toolkit to capture high-value acquisitions of companies with low domestic turnover but significant competitive potential, it now faces certain limitations imposed by courts requiring actual activities in Germany of some magnitude, as opposed to potential activities. These rulings limit the Federal Cartel Office’s jurisdiction over certain digital deals and may reduce the reach of German merger control in cases where domestic turnover fails to reflect competitive relevance.

SWITZERLAND

Lauterburg: Increased digitalisation was a major trigger for the Swiss government proposing reform of the merger control proceeding. Indeed, the Swiss government argues that a more modern test would make it possible to better consider the specific characteristics of digital markets. In particular, with the SIEC test, mergers could be prohibited that would not create or strengthen dominant positions but nevertheless significantly impede effective competition.

HONG KONG

Arena: In its most recent annual report, the HKCC indicated that conduct impacting digital markets remains an enforcement priority. The HKCC engages with competition agencies around the region and other Hong Kong governmental bodies to closely monitor the impact of digital and tech sector mergers. Nevertheless, Hong Kong’s voluntary merger control regime only applies to the telecommunications sector and Hong Kong does not have, and is not yet considering, specific regulation of tech platforms – such as the Digital Markets Act (DMA) in the EU and the Digital Markets, Competition and Consumers Act in the UK – to scrutinise activities of digital ‘gatekeepers’ and tech platforms.

EGYPT

Ibrahim: The ECA’s leadership in the Uber-Careem merger review positioned Egypt as a key player in North African digital and technology merger enforcement. Since then, the ECA has actively pursued cooperative frameworks for digital market oversight with African competition bodies. This has spurred broader initiatives by COMESA and other African authorities to develop a unified approach for regulating digital markets, including platforms for expertise exchange and joint capacity-building efforts. On the domestic front, the ECA is preparing to issue guidelines on market definition and market power assessment in the digital economy. While these guidelines are unlikely to diverge from established analytical practices, they signal the ECA’s renewed interest in digital markets, an area that has seen limited enforcement activity in recent years. This move reflects Egypt’s broader ambition to align with global and regional efforts in addressing competition challenges posed by digital platforms and emerging technologies.

UNITED KINGDOM

Zimbrón: Digital and technology deals have been a focal point for the CMA in recent years. Several high-profile transactions, such as Meta/Giphy, Adobe/Figma and Qualcomm/Autotalks, were blocked or abandoned following close scrutiny. As a legacy of this focus on technology deals, a new jurisdictional threshold – known as the hybrid test – came into effect earlier this year. It was partly designed to capture acquisitions of innovative UK companies with little or no turnover. The test allows the CMA to review a deal if one party, usually the acquirer, holds a 33 percent share of supply in any UK market and has more than £350m in UK turnover, as long as the other party – usually the target – has a UK nexus, such as operations, assets or customers in the UK. We have also seen the CMA develop new theories around dynamic competition. The idea that firms compete not only against direct rivals today, but also through investment efforts to protect themselves from entry and expansion of potential rivals in future. These changes reflect a policy concern about so-called ‘killer acquisitions’ in fast-moving sectors. It also means that, despite recent efforts to prioritise enforcement more selectively, the CMA retains broad discretion to intervene, particularly in digital and other rapidly developing markets.

UNITED STATES

James: There has been scepticism of ‘big tech’ from both sides of the political aisle in the US, and this has led to more scrutiny in the merger review process for big tech acquisitions. Notably, there has been additional focus on non-price harms, including data accumulation and its potential for creating barriers to entry, and content moderation or censorship of political viewpoints as an exercise of market power and a quality degradation. ‘Killer’ acquisitions of innovative start-ups that could one day become potential rivals, and vertical integration and potential foreclosure of rivals are also concerns. There also have been further calls to update the merger review process to better regulate tech, as some critics feel that current merger control frameworks are not well-suited to regulate a space characterised by continual rapid innovation.

UNITED ARAB EMIRATES

Spence: While the UAE’s competition law does not specifically single out the digital and technology sectors, or any other sector, the global trend of increased scrutiny in these areas is influencing local regulatory approaches. International cases, such as the EU’s recent investigation into ADNOC’s acquisition of Covestro under the Foreign Subsidies Regulation, aim to determine whether foreign subsidies have been granted by the UAE that could impact the EU internal market. As the UAE continues to diversify its economy, mergers in the digital and tech sectors – sectors in which we are seeing consolidation – may attract more attention from regulators, especially if they involve significant market share or potential foreign subsidies or involvement.

FW: How are companies adapting their transaction strategies in response to evolving merger control regimes and heightened regulatory enforcement?

SWITZERLAND

Lauterburg: We do not see major consequences for companies. First, the turnover threshold triggering merger control remains high, much higher than in the EU. Second, the reform only brings the Swiss merger control framework closer to that of the EU. And third, most transactions that require notification in Switzerland are cross-border and must be notified in the EU anyway. Hence, for companies, no major adaptions are necessary.

HONG KONG

Arena: Given the current limitation of the Hong Kong voluntary regime to telecommunications transactions, companies in this sector are engaging early with Hong Kong’s Communications Authority to ensure timely review. As the HKCC considers whether to broaden the scope of its merger control review, or even introduce a mandatory filing regime, companies will need to consider whether contemplated transactions could lead to anticompetitive impacts locally.

UNITED STATES

James: For complex transactions that could implicate filings in many different jurisdictions, it has been more important than ever to work closely with antitrust counsel to strategise and coordinate the global antitrust clearance strategy. There are currently more than 125 merger control jurisdictions globally and major jurisdictions, including the EC, the UK and China, have active merger control regimes. There has also been an increase in foreign direct investment (FDI) regimes and EU foreign subsidies regulation. Additionally, in the US, two states – Washington and Colorado – have established their own premerger notification requirements, and several more currently have similar pending bills. The new laws reflect increasing state interest and involvement in merger control. Transacting parties will need to consider the impact of these additional processes and the potential for increased scrutiny for their deals.

UNITED ARAB EMIRATES

Spence: In response to the evolving merger control regime, companies are restructuring transactions to avoid triggering regulatory thresholds, often through phased acquisitions or structuring deals as separate transactions, focusing on high-growth, small and medium-sized enterprises. Many are seeking early guidance from the MOE to assess potential regulatory concerns and streamline the approval process. Due diligence has become more rigorous, with greater focus on thorough assessments of potential antitrust issues, including market share analysis and the identification of any foreign subsidies that could attract scrutiny. Companies are preparing the information and disclosure bundle, along with all Arabic translations, legalisation and attestation requirements and market studies, well in advance in order to meet the MOE application criteria and reduce the number of requisitions from the regulator and therefore the timeline to obtain approval and proceed to completion. Negotiation on pre-completion conduct and warranties to be provided on completion has intensified, as sellers seek to balance pre-completion conduct rights and obligations, as the MOE application process is likely to cause a 90-day delay to completion. Sellers are more vigilant in respect of the warranties being provided on completion, which now might be three to six months after signing, and ensure a top-up disclosure exercise is permitted and undertaken robustly. Parties are also now spending considerable time negotiating the governance around the application procedures, obligations and who will pay the fees.

UNITED KINGDOM

Zimbrón: The UK remains a complex regulatory environment, especially for multinational transactions. While companies can now approach UK merger control with greater confidence than in recent years, we are seeing many adapt their strategies to reflect the CMA’s evolving priorities. Two trends stand out. First, parties are placing greater emphasis on documenting the benefits of their transactions, particularly in terms of efficiencies, investment and economic growth. These factors, once largely ignored by the CMA, are now more likely to influence the outcome where they can be substantiated and shown to benefit UK consumers. The Vodafone/Three clearance, based in part on future investment commitments, illustrates this shift. Second, companies are thinking more creatively about remedies. The CMA is now more open to behavioural commitments, which may be less disruptive and costly than structural divestments. In SLB/ChampionX, for example, the CMA provisionally accepted a behavioural remedy involving an intellectual property licence and interim supply agreement to support new entry – measures that likely would not have gained traction even months ago. This signals a more flexible and outcome-focused approach.

EGYPT

Ibrahim: Egypt’s merger control regime presents jurisdictional complexities, particularly in sectors overseen by multiple regulators. Companies engaged in mergers within the financial sector must navigate dual jurisdiction between the Financial Regulatory Authority and the ECA. While a second filing with the ECA is required, it does not impose a suspensory effect on the transaction’s completion. However, firms are now compelled to conduct thorough pre-notification risk assessments, align internal data mapping to anticipate potential theories of harm and prepare for heightened qualitative scrutiny, as the ECA increasingly adopts a more rigorous, evidence-driven investigative approach. Notably, Egypt’s freedom of competition test diverges fundamentally from the EU’s SIEC test, emphasising a principle-based and interpretative review rather than a rigid legal framework. This necessitates that merging parties remain vigilant of evolving enforcement trends and proactively tailor their strategies to the ECA’s nuanced analytical framework.

GERMANY

Barth: Companies should prepare early for non-traditional merger reviews, especially in digital, pharma and other innovation-sensitive sectors, but also in sectors such as defence. The EC and national regulators at EU member state level continue to explore ways to scrutinise below-threshold deals, despite recent legal setbacks. At the same time, political priorities are shifting. With growing emphasis on European resilience, particularly in defence and critical technologies, regulators may be more receptive to mergers that strengthen strategic capacity. While competition concerns remain central, parties may find a more nuanced regulatory stance when deals align with broader industrial or geopolitical goals. This evolving landscape demands early strategic planning and careful engagement with both EU and national authorities.

FRANCE

Hubert: It is not clear that companies are facing ‘heightened’ enforcement because most decisions are based on traditional reasonings. Some of the current policy discussions, like the ones about competitiveness and sustainability, should point toward more flexible enforcement. There are also limits to what enforcers can do to heighten their control over tech mergers. In Europe at least, the substance of the law has not changed, and courts are, of course, more sensitive to what the law says than to what policy discussions are saying. In addition, from a policy perspective, enforcers cannot simply decide that they want to make tech acquisitions by large companies difficult, since they must take into account an important counterargument: a healthy tech sector supposes that founders and venture capital investors can exit. Selling to large companies is of course one of the easiest ways to achieve this goal. It is worth noting that the DMA has made it mandatory for tech ‘gatekeepers’ to inform the EC of any intended acquisitions. This, by definition, only applies to some actors within the digital sector. Around 30 acquisitions have been notified to the EC under the DMA.

FW: What emerging challenges or opportunities do you foresee in merger control for the remainder of this year and into next?

HONG KONG

Arena: If the HKCC enacts a broader or even mandatory merger control regime in the coming years, this will require increased human power, funding, developed knowledge of different theories of harm, a dedicated economist team for mergers, internal know-how on a range of industries and experience with reviewing a merger or acquisition. It would also present an opportunity for the legal community and the HKCC to work together to ensure that appropriate threshold tests, timelines and review processes are properly implemented. Given Hong Kong’s position as a key financial centre and hub for global trade, proper consideration of local nexus tests would be needed to ensure that such a regime did not unnecessarily capture transactions without any real impact on the domestic competitive landscape.

UNITED ARAB EMIRATES

Spence: While the UAE Competition Law offers a more structured legal framework, its enforcement and interpretation are still developing. The forthcoming implementing regulations are expected to clarify unresolved issues, such as sector-specific exemptions, treatment of joint ventures and minority disposals, and those applicable to state-owned entities. The need for more comprehensive filings and longer review periods could increase legal and administrative costs for companies, especially if the MOE introduces a filing fee, which may mirror Saudi Arabia’s General Authority for Competition model, applying a percentage of the transaction value subject to a cap. As the UAE’s merger control framework is new, businesses face uncertainty in how specific transactions will be assessed, especially in complex or borderline cases, leading to higher advisory costs. Mandatory filing thresholds and a 90-day review period, extendable by 45 days, add pressure to deal timelines, affecting deal financing, integration planning and stakeholder confidence. For time-sensitive transactions, this increases risk and requires parties to incorporate regulatory contingencies in their agreements. Approval from the MOE may be granted subject to certain conditions. Such conditional approvals could introduce new negotiation points between the parties involved, potentially complicating the transaction process and leading to delays or modifications that challenge the parties’ ability to complete the deal as originally planned.

UNITED KINGDOM

Zimbrón: The current environment for UK merger control is more permissive than at any point in the past five years. There are real opportunities for global transactions to proceed where the UK is a secondary market or where concerns are likely to be resolved by other regulators. Even deals that raise potential competition issues stand a better chance of clearance where efficiencies, investment or consumer benefits can be credibly demonstrated. Remedies at phase 1 – particularly behavioural commitments – are also more likely to be accepted than in previous years. That said, uncertainty remains. The CMA is still adapting to its new priorities. It deserves credit for embracing change and showing the flexibility needed to support the growth agenda. But its processes are still evolving and, despite efforts to clarify jurisdictional thresholds, the CMA retains broad discretion when to intervene. The government has indicated that further legislative reform may be forthcoming to clarify the CMA’s jurisdictional reach. Until then, companies considering acquisitions involving a strong UK nexus, especially in consumer-facing, digital or fast-growing sectors, should seek early advice to assess jurisdictional risk and prepare for engagement with the regulator.

EGYPT

Ibrahim: The amended Egyptian competition law introduces significant ambiguities, with limited jurisprudence to provide clarity. Article 22 links penalties to article 19, yet it remains unclear whether these extend to standstill violations, raising concerns under the ‘nullum crimen sine lege’ principle. Although the ECA is increasing publication efforts, access to detailed decisions is still restricted, limiting transparency. Domestically, the amendments have created a dual jurisdiction between the Financial Regulatory Authority and the ECA, posing risks of regulatory overlap, conflicting interpretations and legal uncertainty. Internationally, Egypt’s adoption of a suspensory ex-ante merger control regime has broadened notification requirements, now capturing foreign to foreign mergers with ‘material influence’ in Egypt. Egypt’s parallel alignment with EU merger control standards, its participation in the BRICS Competition Law and Policy Centre, and commitments under COMESA and African Continental Free Trade Area protocols create a complex regulatory landscape for multinational transactions.

GERMANY

Barth: Companies should expect initial guidance from the EC on the direction of its merger control overhaul, including how much of the Draghi Report’s industrial policy vision will be embedded. The review may introduce new criteria such as innovation, resilience and security – especially relevant as sectors like defence gain prominence. The EC has signalled greater openness to mergers that enhance strategic autonomy, though competition concerns remain central. Navigating this landscape requires careful calibration across overlapping regimes: merger control, FDI screening and the Foreign Subsidies Regulation. These frameworks increasingly intersect, creating procedural complexity and potential delays. Early regulatory engagement is essential, particularly for deals in sensitive sectors. The shift reflects a broader policy transformation – away from purely market-based assessments toward a more strategic, multidimensional approach to economic security and competitiveness.

UNITED STATES

James: One potential challenge is the proliferation of state merger enforcement regimes. Passage of the Colorado and Washington State premerger notification statutes, and the potential enactment of similar statutes in other states, adds another regulatory consideration for merging parties. As more states potentially adopt premerger notification statutes, differing compliance requirements and enforcement priorities of state attorney generals may emerge. Tracking legislative developments in states where merging parties do significant business will be key to ensuring compliance with the evolving state-level antitrust landscape. At the federal level in the US, one area of potential opportunity is for merging parties to ‘fix’ deals through targeted remedies, rather than litigate, given the Trump administration’s greater openness to remedies. That said, parties should not assume an easy path for significant deals.

FRANCE

Hubert: In the EU, the main topic to follow will be the new merger guidelines. Although the EC will be constrained by the fact that the merger regulation will remain unchanged, there is room for the EC to modernise its approach. It is only once the guidelines are published that it will be possible to see if some categories of mergers will be treated more or less favourably. However, documents the EC has prepared for the ongoing public consultation show that a revolution is unlikely to happen. Before the guidelines are published, it would be no exaggeration to say that there are radically new challenges and opportunities to expect in the EU. In tech and other strategic sectors, one of the main challenges, which has existed now for some years, is the increasing number of jurisdictions with an FDI control regime. FDI notifications tend to raise more problems than merger control notifications in those sectors. In the EU, there is no possibility to avoid notification in several countries, since no ‘one shop stop’ notification to the EC exists. In many countries around the world, FDI regimes do not include materiality thresholds. Remedies must be offered more frequently than under merger control, and the timeline tends to be longer and less predictable than that of merger control regimes.

SWITZERLAND

Lauterburg: The reform proposal is now pending in the Council of States committee, which will deliberate on how it differs from the National Council’s amendments. While the proposed amendments to merger control are undisputed, other aspects of the reform are causing more debate. It remains to be seen how the Council of States will respond in this regard. Until then, it is impossible to predict the outcome of the reform.

Ricardo Zimbrón’s practice focuses on EU and UK competition law, including merger control, anticompetitive agreements and abuse of dominance. He brings a unique blend of experience from both the public and private sectors. In the public sector, from 2021 to 2024, he was director of mergers at the CMA. In the private sector, he has represented clients before the EC, the CMA, and its predecessors, the Office of Fair Trading and Competition Commission. He can be contacted on +44 (0)20 7614 2260 or by email: rzimbron@cgsh.com.

Sheila R. Adams James is a partner in Davis Polk & Wardwell LLP’s antitrust & competition practice. She represents clients in a variety of civil litigation and government investigations, and her practice focuses on antitrust investigations and litigation and the antitrust aspects of M&A. She can be contacted on +1 (212) 450 3160 or by email: sheila.adams@davispolk.com.

Gemma Kotak Spence is a legal director at Gateley Middle East. She has over 10 years of experience advising entrepreneurs, multinationals, funds and family businesses across multiple jurisdictions on a variety of corporate matters and transactions including M&A, joint ventures, structuring and restructuring, investments and divestments, and legal strategy from a corporate and commercial perspective. She can be contacted on +971 58 823 7956 or by email: gkotakspence@gateleyae.com.

Dr Amir Nabil is a partner with international experience in competition and commercial legal matters, including IP licensing, franchise and other forms of commercial agreements. Among the few Egyptian experts in competition and economic regulation, he handles complex merger and acquisition cases and related economic matters. was the former chairman of the Egyptian Competition Authority where he led various investigations in the pharmaceutical and digital and technology industries and designed the draft of the merger control law. He can be contacted on +2 01 274 249 455 or by email: ani@id.com.eg.

Christoph Barth is a partner in Linklaters’ global antitrust & foreign investment practice, based in Düsseldorf. He has extensive experience advising on complex, cross-border merger control proceedings and foreign investment reviews in Germany, across the EU and globally. He also counsels clients on the EU’s Foreign Subsidies Regulation, offering a seamless, one stop shop approach to transactional regulatory strategy. Recognised as one of Germany’s leading antitrust lawyers, he is also ranked among the top EMEA antitrust practitioners by deal value. He can be contacted on +49 211 22977 306 or by email: christoph.barth@linklaters.com.

Patrick Hubert is a Paris-based partner in Orrick’s antitrust & competition group. He brings decades of legal experience and innovation in both private practice and government, with experience ranging from acting as chief of staff to the French minister of justice, to being general counsel and chief investigator with the French competition authority, and from acting as a judge with the French Supreme Administrative Court. He can be contacted on +33 (1) 5353 7500 or by email: phubert@orrick.com.

Bernhard Lauterburg is an experienced lawyer specialising in antitrust and competition law. His practice includes representation in cartel investigations and investigation regarding the abuse of market power, the notification of mergers to the Competition Commission and advice on contract drafting and antitrust compliance. He also specialises in general administrative law, public procurement law and arbitration. He also has in-depth knowledge of the World Trade Organisation and international trade law, investment protection and state aid. He can be contacted on +41 31 327 54 54 or by email: bernhard.lauterburg@prager-dreifuss.com.

Jacqueline Arena advises on international competition and EU antitrust issues. Based in Hong Kong, she has broad experience advising Asian companies across the APAC region. She also represents multinational clients across different industry sectors, including financial services and pharmaceuticals. She has worked on a number of merger transactions involving notifications to the European Commission, as well as multijurisdictional analyses and filings to regulators around the world. She can be contacted on +852 3740 4866 or by email: jacqueline.arena@skadden.com.

© Financier Worldwide

THE PANELLISTS

UNITED KINGDOM

Ricardo Zimbrón

Cleary Gottlieb

UNITED STATES

Sheila R. Adams James

Davis Polk & Wardwell LLP

UNITED ARAB EMIRATES

Gemma Kotak Spence

Gateley Middle East

EGYPT

Amir Nabil Ibrahim

Ibrachy & Dermarkar

GERMANY

Christoph Barth

Linklaters LLP

FRANCE

Patrick Hubert

Orrick

SWITZERLAND

Bernhard C. Lauterburg

Prager Dreifuss

HONG KONG

Jacqueline Arena

Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates