Merger control

A company can grow in two ways. It can expand internally, by selling more of its own products or services. Or it can grow externally, through a merger or an acquisition.

In competition law, such transactions are referred to as concentrations. A concentration arises where there is a lasting change of control – that is, when one or more companies gain the ability to exercise decisive influence over another (Article 7, Law 287/1990).

A merger is one form of concentration. It occurs when two or more previously independent companies combine to form a single entity, or create a new company together. An acquisition is another form, in which one company gains control of another.

A concentration can also take the form of a joint venture, where two or more companies create a new company that performs, on a lasting basis, all the functions of an independent entity (Article 5, Law 287/1990).

Not every transaction qualifies as a concentration. For example, buying shares purely for financial investment, transactions within the same corporate group, or deals involving companies that do not carry out any economic activity are not treated as concentrations under competition law.

Effects on competition

Mergers and other concentrations can sometimes harm competition. This can happen when the new or enlarged company gains too much market power, allowing it to raise prices, reduce quality or output, or impose unfair terms on customers or trading partners.

Problems can also arise when larger companies acquire smaller, innovative firms, as this may weaken future competition or reduce incentives to innovate.

When notification is required

Under Article 16 of Law 287/1990, certain concentrations must be notified to the Authority in advance. Notification is required when both the combined national turnover of all the companies involved and the national turnover of at least two of them individually exceed specific thresholds.

These thresholds are updated each year by the Authority. For 2025, they are set at €582 million for the combined turnover and €35 million for the individual turnover of at least two companies.

The notification requirement does not apply if the concentration is reviewed by the European Commission.

Below-threshold mergers

In some circumstances, we may require notification even where only one of the two thresholds is met, or where the worldwide turnover of the companies involved exceeds €5 billion. This may occur within six months following completion of the transaction if there are concrete risks to competition – including risks to the growth of small, innovative companies (Article 16(1-bis), Law 287/1990).

Decisions by the Authority

If a concentration is found to significantly harm competition in all or part of the national market, the Authority will prohibit the transaction.

In some cases, however, we may approve the concentration subject to conditions designed to remove or mitigate the risks to competition.