The Final Installment of the 2025 Year in Preview Four-Part Series
There is new leadership at the European Commission (EC) where Teresa Ribera took over from Margrethe Vestager as the Commissioner for competition in December 2024 as well as at the UK Competition Markets Authority (CMA) where Doug Gurr, the former head of Amazon UK, provisionally replaced Marcus Bokkerink as the CMA’s chairman in January 2025.
Under their new leadership and responding to broader economic challenges facing the EU and the UK, both agencies are now aiming to pursue a new approach to competition policy—one that is focused on facilitating growth and enabling European companies to scale up in global markets. In this final installment of the Wilson Sonsini Antitrust and Competition practice 2025 Year in Preview four-part series, we discuss what to expect from the EC and CMA as they pursue their new approach and what impact it may have on ongoing investigations and policy initiatives.
Merger Control
In one of her first speeches as the new Commissioner for Competition, Teresa Ribera announced plans to update the EC Horizontal Merger Guidelines to reflect a fresh approach to mergers between direct competitors, giving due weight to innovation, efficiency, and investment intensity in strategic sectors. Commissioner Ribera has also been tasked with addressing killer acquisitions and we expect heavy scrutiny on acquisitions of nascent or potential competitors in the pharma, AI, and digital sectors. The EC will likely focus on finding ways to review deals that don't meet EC notification thresholds by enlisting EU Member States that have the ability to call-in below threshold deals or, if that fails, by seeking to change EU Merger Regulation to introduce the power to review below threshold deals (though any changes to the EU thresholds post-Illumina are likely to take a number of years).
While it considers changes to the EU-level thresholds, in 2025 the EC is likely to turn to those Member States with below-threshold review powers to ensure transactions continue to be referred to it. In the first such case post-Illumina, the EC accepted a referral request by the Italian competition agency of NVIDIA’s acquisition of Run:ai despite the extremely limited EU (and Italian) presence of the target. While the EC cleared the transaction unconditionally, such referrals could see challenges in 2025 given they clearly run counter to the “guarantee of foreseeability and legal certainty” that the ECJ’s Illumina judgment promotes. Wilson Sonsini represented Run:ai in the transaction.
In the UK, we expect the Competition and Markets Authority (CMA) will be an even stronger consideration for global dealmakers. Revised merger thresholds entered into force on January 1, 2025, giving the CMA jurisdiction over deals where any of the following tests are met: 1) the target has UK turnover of £100 million (approx. US$ 125 million) (up from £70 million (approx. US$ 97 million)); 2) post-merger, the parties will have a share of supply of goods or services of 25 percent in the UK or a substantial part of it; and 3) one party has a share of supply of 33 percent and has UK turnover of £350 million (approx. US$ 437 million), provided that the other party has a UK nexus. Whereas the previous nebulous 25 percent share of supply test required a horizontal overlap between the parties, the new threshold will enable the CMA to expand its net to catch significantly more transactions. The regime remains voluntary, but parties should continue to consult their advisors on any transactions with a link to the UK given the CMA’s post-completion review powers and ability to impose hold-separate orders.
The outlook is not all gloomy however; the CMA chief executive Sarah Cardell—in response to the UK prime minister’s request for the CMA to focus on enabling economic growth—promised proportionality, improved predictability, process and pace in merger reviews, and more flexibility around when behavioral remedies might be appropriate in merger investigations. This would mark a significant shift from the agency’s previous strict approach to remedies and is expected to align the CMA more closely with enforcers in the EU and U.S. And in January 2025, the government removed former CMA chair Marcus Bokkerink and replaced him with Doug Gurr, the former head of Amazon UK, on an interim basis. Given the sustained government pressure on the CMA, all eyes will be on the regulator in the coming months to see whether there is any impact on the amount of deals called in for review and the degree of interventionism.
Finally, we expect AI generally to be a key focus of European and UK regulators in 2025. Authorities such as the EC, the German Federal Cartel Office (FCO), and the UK CMA are actively scrutinizing investments in, and partnerships with, AI companies—or at least attempting to. Many of the partnerships fall short of a traditional transaction, and regulators have been grappling with whether merger control is triggered by each on a seemingly case-by-case basis.
Investigations
We do not expect 2025 to bring major changes concerning the EC’s pending investigations into suspected abuses of dominance, cartel conduct, or other anticompetitive agreements.
There are a number of ongoing investigations, including a few involving suspected abuses of dominance by U.S. technology companies, all of which are expected to run their normal course. While there were press reports suggesting that the EC has put on hold investigations into big U.S. tech companies to avoid potential tensions with the new U.S. administration, these were quickly refuted by EC officials. Although it remains to be seen whether the EC will continue to seek high fines from U.S. big tech firms, which had been criticized by the new U.S. administration as a form of taxation, or reach for other types of resolutions, such as behavioral commitments.
Where we may see some change is with respect to newly initiated investigations where the EC may choose to carefully prioritize its resources. In one of her first speeches as the Commissioner for Competition, Teresa Ribera noted that the EC should target its efforts on cases that have the biggest impact on competition. While there is little detail on this, it can reasonably be expected that 2025 is unlikely to see many new abuse of dominance investigations into the largest U.S. tech firms, if only because most of the potentially problematic issues are now dealt with under the EU Digital Markets Act (DMA) the vigorous enforcement of which is a priority for the EC (more on that below).
Where the EC may choose to focus its resources is on conduct that hampers market integration within the EU since one its priorities is to complete the Single Market, the need for which has been highlighted in recent policy reports. Examples of such cases include the investigation of Mondelez for hindering cross border trade of chocolates, which concluded with a EUR 337.5 million fine in May 2024. We expect the EC to continue pursuing these types of cases vigorously, not only in consumer products but possibly also in B2B sectors where market integration has lagged such as finance, insurance, or telecommunications. Also, the EC is likely to prioritize cases that hamper innovation, in line with its strategic focus on closing the “innovation gap” with the U.S. and China as outlined in the recently adopted EU Competitiveness Compass.
Cartel enforcement will remain an enforcement priority across sectors. The EC will remain focused on increasing its ability to detect cartels through market monitoring, which includes scrutiny of public companies’ earnings announcements and the marketing materials of companies offering algorithmic pricing tools. Its efforts to date on this front have yielded several investigations and likely led to an increase in leniency applications, leading to an increased risk of detection.
While cartel enforcement is typically agnostic when it comes to the sectors or products/services involved, two areas stand out in the level of scrutiny from European regulators.
First, AI-related competition concerns are gaining significant attention from regulators across Europe. Authorities such as the European Commission (EC), the French Competition Authority, the German Federal Cartel Office, and the U.K. Competition and Markets Authority, have all expressed concerns about the risks posed by algorithms. These include the potential for competitors to share competitively sensitive information, fix prices, or collude on other terms or business strategies in violation of competition laws.
In parallel, antitrust authorities in Europe are increasingly targeting wage-fixing and employee no-poach agreements. This pattern is anticipated to persist in 2025, with wage-fixing and no-poach agreements carrying highest enforcement risks with very few avenues for justifications based on efficiencies. Competition authorities in the UK, Hungary, Lithuania, and Portugal have already conducted investigations and imposed fines on companies for anticompetitive conduct in labor markets.
On the policy front, we expect the EC to finalize its guidelines on exclusionary abuses of dominance in 2025, review the existing EU rules on technology transfer agreements, which are set to expire in 2026, and progress with the revision of the procedural rules for antitrust investigations (Regulation 1/2003) with the aim of making investigations more efficient and reducing their notorious length.
Digital Sector Regulations
We expect 2025 to be a year of active enforcement of the material provisions of the EU DMA, which imposes far reaching obligations of companies designated as “gatekeepers.” After the EC spent 2024 both on designating big tech companies as gatekeepers for certain of their services as well as initiating the first noncompliance investigations into Apple and Meta and proceedings to specify additional obligations for Apple, there are no indications that additional gatekeepers will be designated anytime soon, if only for a lack of EC staffers. According to public reporting, the EC is considering opening infringement proceedings against Amazon over self-preferencing allegations, which will be for the new Competition Commissioner Ribera to decide.
In the UK, the CMA received new powers to regulate large digital platforms on January 1, 2025, under the Digital Markets, Competition, and Consumers Act (DMCC). Under the DMCC, the CMA will be able to designate an undertaking as having “Strategic Market Status” (SMS, similar to gatekeeper status under the DMA) and impose conduct requirements. The CMA has so far initiated SMS designation investigations into Google’s search services and Apple’s and Google’s mobile ecosystems. We expect the CMA to open further investigations in Q2, despite the political context noted above.
Finally, we expect Germany’s competition agency (FCO) to utilize its national analogue to the DMA (Section 19a of the German Competition Act), which applies to undertakings designated as having “paramount significance” for competition across markets. To date, the FCO designated five large tech companies as having such status and we expect that 2025 may see the FCO seeking to use its additional powers under Section 19a with respect to them.
Foreign Subsidies
Protecting the European market from unfair competition by foreign enterprises is a priority for the new EC, as recently confirmed in the Competitiveness Compass, which specifically highlighted the need to utilize EU Foreign Subsidies Regulation (FSR) to level the playing field.
We therefore expect the EC to continue its vigorous enforcement of the FSR, which enables the EC to investigate foreign (non-EU) government subsidies for companies in the context of mergers and public tenders. In 2024 the EC launched FSR investigations in various sectors such as train manufacturing, solar photovoltaic, and security equipment and in 2025, we expect the EC to prioritize investigations in strategic industries such as green energy, infrastructure, or technology. Companies from countries with heavy state subsidization, sovereign wealth funds, and state-owned enterprises are most likely to be targeted.
