Brussels Regulatory Brief: February 2025

Antitrust and Competition 

The French Competition Authority Launches Public Consultation Addressing Below-Threshold Transactions 

On 14 January 2025, the French Competition Authority (Autorité de la concurrence, FCA) launched a public consultation on the introduction of a new merger control framework aimed at addressing below-threshold transactions that could harm competition in France. 

The FCA’s initiative follows the Illumina/Grail judgment issued by the Court of Justice of the European Union (CJEU) on 3 September 2024. In that judgment, the CJEU clarified that referrals to the Commission under Article 22 of the EU Merger Regulation can only be accepted when national competition authorities (NCAs) themselves have jurisdiction to review transactions. As a result, NCAs cannot refer to the Commission transactions that fall below their national merger filing thresholds. Thus, the CJEU’s judgment invites national legislatures to legislate accordingly if national thresholds do not allow their NCAs to review below-threshold transactions when antitrust concerns are raised. A number of EU Member States have call-in powers to review below-threshold transactions, including Cyprus, Denmark, Hungary, Ireland, Italy, Latvia, Lithuania, Slovenia, and Sweden.

In particular, the FCA is asking to comment on three options to supplement the current French merger filing thresholds: 

Option 1

The creation of a targeted call-in power to review below-threshold transactions based on qualitative and quantitative criteria. The call-in power would concern transactions that: (i) exceed certain thresholds based on the parties’ cumulative turnover in France; and (ii) threaten to significantly affect competition in France. This power will be subject to a time limit which remains unknown at this stage. 

Option 2

The introduction of a mandatory notification for companies holding a degree of market power in circumstances where such companies:

• Have previously been part of a transaction reviewed by the FCA or the Commission and subject to: (i) a prohibition; or (ii) a clearance subject to commitments; or
• Have previously been fined for abuse of dominant position by the FCA or the Commission or made commitments in relation to an alleged abuse of dominant position; or
• Have been designated as gatekeepers by the Commission under the Digital Markets Act.

Option 3

No change to the current regime and the FCA could continue to intervene ex-post through its antitrust enforcement powers, namely it could rely on the prohibition to enter into anticompetitive agreements and abuse of a dominant position.

Stakeholders were able to submit their feedback by 16 February 2025. The competition could publish the results. Moreover, the consultation is occurring alongside the legislative process to increase the national turnover thresholds. The French Senate has passed the legislative proposals on first reading, which are now being debated in the French National Assembly. 

The outcome of this public consultation is important for dealmakers and companies given the potentially far-reaching FCA’s powers to review below-threshold transactions, which would add France to the growing number of EU Member States that have call-in powers, including Cyprus, Denmark, Hungary, Ireland, Italy, Latvia, Lithuania, Slovenia, and Sweden.

Financial Affairs

Platform on Sustainable Finance Proposes Categorization of Financial Products under SFDR

On 17 December 2024, the Platform on Sustainable Finance (the Platform) published a report proposing a new categorization framework for financial products under the Sustainable Finance Disclosure Regulation (SFDR). 

The report suggests classifying products into three main categories: ‘Sustainable,’ for those investing in taxonomy-aligned or sustainable assets with no significant harm; ‘Transition,’ for investments supporting the shift to a net-zero economy while avoiding carbon lock-ins; and ‘Environmental, Social, and Governance Collection,’ which includes funds that integrate environmental, social, and governance considerations through exclusions or positive screening. Products that don’t meet these criteria would remain unclassified. 

The proposal aims to address confusion in the SFDR framework by providing a clear structure that aligns with investor preferences. For each category, the Platform has defined minimum criteria to be met, covering exclusions for harmful activities and sustainability indicators to measure compliance. ‘Sustainable’ products must invest a minimum percentage in taxonomy-aligned or sustainable investments, while ‘Transition’ products must demonstrate credible transition pathways for their investments. The scheme also considers multi-option products and funds of funds, stressing the need for further assessments due to their diverse underlying assets. 

The report recommends the Commission expand the categorization of products beyond SFDR to cover all investment products under the Market in Financial Instruments Directive and the Insurance Distribution Directive. The Platform also highlights the need for further work on impact investing, calling on the Commission to develop a common understanding of how impact investments fit into the EU sustainable finance framework. 

The Commission is expected to put forward a proposal to review SFDR and the categorization of financial products under this regulatory framework. It’s not yet clear when this proposal will be presented and the amendments it will include. 

EU Affairs

Commission Work Program: Drive for Simplification and Competitiveness

On 11 February 2025, the Commission unveiled its 2025 work program, titled “Moving forward together: A Bolder, Simpler, Faster Union.” This annual document sets out upcoming legislative and policy initiatives and is set to implement broader EU political priorities. 

Two major themes stand out for companies this year: the push toward simpler, leaner, and more effective legislation and a renewed drive to boost Europe’s competitiveness.

A central aim is to streamline the European Union’s regulatory environment to reduce administrative burdens by at least 25% overall and 35% for SMEs. This effort will come to life through omnibus proposals—a set of comprehensive packages designed to simplify existing legislation by eliminating redundant or overly complex requirements. The first series of omnibus proposals focuses on sustainability (e.g., aligning reporting obligations under different sustainability frameworks) and was published on 26 February 2025, while the second addresses investment simplification. A third omnibus package targets, among other aspects, small mid-caps and the removal of paper-based processes in favor of digital alternatives. These bundled reforms reflect the Commission’s pledge to make rules “faster and simpler” for businesses operating in multiple EU countries.

The European Union’s drive for competitiveness focuses on improving the business environment in the European Union through:

• A Single Market Strategy to further eliminate cross-border barriers.
• The Clean Industrial Deal and Industrial Decarbonization Accelerator Act, both of which seek to reconcile decarbonization with industrial growth.
• A proposed Digital Networks Act and new frameworks (e.g., EU Space Act) to enhance infrastructure and innovation.
• Additional guidance on investment and savings, via the Savings and Investments Union, to help businesses and individuals tap into funding more effectively.

Our lawyers will keep you informed about the key details of the proposals and their impacts to business in Europe. A comprehensive firm client alert on the Omnibus Directive I and II is forthcoming.