Summary of Key Developments — July/August 2025
EU Court Upholds EC Jurisdiction on Member State Merger Referrals
On July 2, 2025, the EU’s court of first instance, the General Court (GC), clarified the conditions under which below-threshold mergers may be referred to the European Commission (EC) under Article 22 of the EU Merger Regulation (EUMR). In March 2024, the EC had accepted a referral request under Article 22(3) of the EUMR from the Luxembourg Competition Authority (LCA) to assess the proposed acquisition of Boissons Heintz by Brasserie Nationale, recalling that Luxembourg is the only Member State without a merger control regime. Article 22 EUMR requires that a referral request be made “at most within 15 working days of the date on which the concentration was notified, or if no notification is required, otherwise made known to the Member State concerned.”
In its judgment, the GC held that “making known” under Article 22 EUMR should mean an active transmission of relevant and sufficient information to the competent authority of the Member State concerned which should enable the authority to carry out a preliminary assessment of whether the transaction affects trade between Member States and threatens to significantly affect competition within its territory. Information limited to the existence of the concentration is not sufficient to trigger the 15-working day period. The GC noted that the aim of the EUMR is to ensure efficiency, and an interpretation that would oblige a competition authority to actively seek information regarding concentrations that may be examined cannot be endorsed. The GC held that only this interpretation ensures that merger control is carried out within time limits compatible with the requirements of sound administration and the principle of legal certainty. Brasserie Nationale had argued that the provision of information was effectively an obligation to notify, which goes beyond the requirements of Article 22 EUMR. Brasserie Nationale is appealing to the EU’s highest court.
Companies should note that the judgment supports national agency discretion as to when the 15-working day clock starts, which can significantly impact deal timing. Simply issuing a press release is not enough to meet the “made known” criteria, and the judgment confirms that the onus is on the merging parties to actively engage with an agency to ensure it has sufficient information on the transaction to consider the referral request.
EC Sends Statement of Objections to Vivendi in Merger Gun-Jumping Investigation
On July 18, 2025, the EC issued a Statement of Objection (SO, a formal charge sheet) to investment company Vivendi, informing it of its preliminary view that the company breached the notification requirement and the standstill obligation as set out in the EUMR (so-called gun-jumping), as well as obligations attached to its June 2023 decision to clear the Vivendi/Lagardère merger transaction. Under the EUMR, a concentration must first be notified to the EC, and any conditions attached to the approval must be adhered to before the transaction can be implemented.
Subsequent to the notification of Vivendi’s acquisition of Lagardère, the EC opened an in-depth investigation into concerns that the proposed transaction could reduce competition in the book and magazine value chains across France and French-speaking countries in the European Economic Area (EEA), but later approved the acquisition with structural divesture conditions.
In its SO, the EC outlined that Vivendi engaged in a set of practices which demonstrated that it exercised decisive influence over Lagardère before the transaction was notified. The EC may impose fines on companies that have breached the notification requirement, standstill obligation, and/or compliance with commitments, which can reach up to 10 percent of the companies’ aggregated worldwide turnover. Vivendi may now examine the documents in the EC’s file, reply in writing, and request an oral hearing to present its comments on the case.
Companies should be aware that competition authorities in Europe are vigilant about merger procedures and are likely to investigate any potential cases of gun-jumping or breaches of commitments. In July 2025, the EC initiated a formal investigation to determine whether KKR had provided false or misleading information to the EC during a merger investigation, and Spain’s competition authority CNMC fined Spanish telecoms company Telefónica €20 million (approx. US$21.6 million) for breaching one of the conditions imposed upon it for its acquisition of broadcasting company DTS in 2015.
When considering M&A, companies should be careful how they draft any pre-closing covenants and how they engage with the target business to avoid any appearance of early implementation. We have significant experience in designing effective pre-closing frameworks.
EC Conditionally Clears Food Delivery Deal
On August 11, 2025, the EC conditionally approved the proposed acquisition of Just Eat Takeaway.com (JET) by Naspers through its subsidiary Prosus. The approval is conditional upon full compliance with the commitments offered by Naspers. The case is particularly noteworthy as Prosus holds a minority shareholding of 27.4 percent in JET’s competitor Delivery Hero.
The EC had concerns that the structural link between JET and Delivery Hero created by the transaction as initially notified could have decreased JET’s incentives to compete with Delivery Hero in the five Member States where both companies are active and increased the likelihood of tacit coordination between the parties. Naspers however offered to significantly reduce its shareholding in Delivery Hero below a specified but undisclosed low percentage within 12 months, and to implement a set of additional commitments. Following the market test, the EC concluded that the transaction as modified by the commitments would no longer raise competition concerns.
Companies should be aware that the EC may assess pre-existing minority shareholdings within merger control if they materially affect the competitive incentives of the parties. We can assist in identifying and minimizing potential areas of risk in merger transactions.
German Supreme Court Upholds Authority Jurisdiction to Examine Software Deal
On June 17, 2025, the German Supreme Court overruled (in German) a decision of an appeals court which had held that Germany’s competition authority, the Federal Cartel Office (FCO), did not have jurisdiction to examine Meta’s acquisition of Kustomer, a company providing customer relationship management software. The transaction did not meet the standard turnover thresholds, but the FCO claimed jurisdiction over the deal based on the alternative transaction value test. Meta argued and the appeals court had agreed that Kustomer’s limited local customers and revenues in relation to Kustomer’s total activities showed that Kustomer did not qualify as being “significantly active in Germany.”
The Supreme Court disagreed, holding that objective measures of a target company’s competitive potential must be assessed, taking into account the affected markets. Regarding Kustomer’s data processing activities, the Supreme Court held that it should not only be taken into account whether Kustomer had relevant local customers, but also whether it processed data belonging to German entities. The Supreme Court notably emphasized that only marginal business activities in Germany should be excluded under the transaction value test. Therefore, the Supreme Court affirmed the FCO’s jurisdiction to examine the transaction.
This decision indicates that the FCO may have wider latitude to examine acquisitions of companies with only limited turnovers as long as there is some presence in Germany, ending a string of more restrictive appeals court decisions. It remains to be seen whether as a result the FCO will be emboldened and demand more deals to be filed under the transaction value test.
EC Fines Alchem for Participating in Pharma Cartel
On July 4, 2025, the EC announced that it had fined Alchem International Pvt. Ltd. and its subsidiary Alchem International (H.K.) Limited (Alchem) €489,000 (approx. US$576,000) for participating in a pharmaceutical cartel in breach of EU antitrust rules. The cartel involved price coordination, market allocation, and the exchange of commercially sensitive information between producers of the active pharmaceutical ingredient (API) N-Butylbromide Scopolamine/Hyoscine (SNBB), with Alchem participating from November 2005 to February 2018. The EC’s investigation revealed that Alchem agreed to fix the minimum sales price of SNBB to customers such as generic drug manufacturers, and to allocate quotas.
The investigation was triggered by C2 Pharma’s leniency application under the EC’s Leniency Notice in April 2019. The fine for Alchem comes as the final step in the wider investigation into the pharmaceutical cartel, which saw five other companies admit to the conduct and participate in a settlement procedure in 2023. This action marks the first time the EC has imposed fines for cartel conduct involving an API used in human pharmaceuticals.
Companies should be aware that sharing competitively sensitive information carries a high risk in Europe and may be pursued as a type of cartel conduct leading to high fines and likely follow-on damage claims.
For more information on the EC’s settlement decision, see our prior European Antitrust Bimonthly Bulletin.
EU Court Largely Upholds Dawn Raids at Michelin
On July 9, 2025, the GC largely upheld the EC’s decision to raid tire manufacturer Michelin, confirming that a company’s public statements may constitute anticompetitive signaling and as such justify the EC ordering a dawn raid. In January 2024, the EC announced that it was conducting unannounced inspections at the premises of companies active in the tires industry. The EC ordered the dawn raids on a suspicion that Michelin and other tire manufacturers coordinated the prices of new replacement tires for passenger cars, vans, trucks, and buses, including through public statements, for instance when responding to analysts’ questions during earnings calls. Michelin challenged the EC’s inspection decision, arguing that it was insufficiently justified, arbitrary, and disproportionate.
In its decision, the GC confirmed that public statements from a company may constitute anticompetitive signaling to competitors and that the EC had provided sufficiently serious indications to suspect an infringement of competition law with its algorithmic and qualitative review of earnings calls, justifying the unannounced inspections. However, the GC held that this justification only covered the so-called main period, and that the EC had not presented contemporaneous evidence of signaling for an earlier period, stressing that mentions of this earlier period in later earning calls could not be linked to future intentions or respective pricing strategies that could be implemented during that period.
Companies should know that the EC is actively monitoring companies’ public statements, including on earnings calls with investors, to analyze them using AI tools for signs of collusion.
EC Provides Opinions on Sustainability Cooperations, Licensing of Standard Essential Patents
On July 9, 2025, the EC issued separate informal guidance letters on two proposed cooperations between companies, marking the first time that the EC had issued guidance letters under the revised Notice on Informal Guidance of 2022.
The first guidance letter concerned a sustainability agreement between several port terminal operators involving the joint purchasing and the setting of technical specifications for electric container-handling equipment used in ports. The EC stated that the proposed cooperation would not raise competition concerns under three conditions: i) participating port terminal operators continue to purchase separately the relevant electric container-handling equipment, ii) that the volume of demand pooled through the agreement is capped, and iii) that the exchange of competitively sensitive information between participating terminal operators remains limited to what is strictly necessary for the functioning of the agreement.
The second guidance letter concerned creating a licensing negotiation group in the automotive sector to negotiate licenses to use technologies covered by standard essential patents (SEPs). The EC stated that this would not raise competition concerns under certain conditions: i) the negotiated SEPs may not be specific to the automotive sector and the participants’ demand for the SEPs may not exceed 15 percent of the total demand, ii) other companies from the automotive sector must be allowed to join the negotiation group, iii) SEP holders must be free to choose whether or not to participate in the negotiations, and iv) exchanges of information among the participants must be limited to what is objectively necessary to conduct the negotiations.
On July 15, 2025, the EC announced that it had provided an informal guidance letter on a sustainability agreement in the wine sector under special rules for the agricultural sector. The proposed agreement concerns the setting of indicative prices for wine produced in accordance with the standards for i) organic and ii) Haute Valeur Environnementale (HVE) wines in a region of France. Under the agreement between producers of these wines and bulk buyers of wines, indicative prices would be set for wines meeting these standards taking into account i) their production costs and ii) a profit margin of up to 20 percent of such costs. The indicative prices would be set annually for wines produced from six grape varieties and for each of the standards, and the agreement will be in place for two years.
Companies should know that competition authorities in Europe generally view sustainability agreements positively and are willing to provide informal guidance to companies seeking additional assurance about the legality of their sustainability initiatives.
EU Court Substantially Reduces Foreign Currency Spot Trading Fine
On July 23, 2025, the GC ruled on a challenge against a fine of €83.2 million (approx. US$90.1 million) that the EC had imposed in 2021 on Credit Suisse for allegedly participating in an exchange of sensitive information with several other banks on the buying and selling of foreign currency, and occasionally coordinating trading strategies through an online professional chatroom called Sterling Lads. Four other banks cooperated with the EC’s investigation and settled the charges, which Credit Suisse refused to do. Credit Suisse and its successor UBS challenged the fining decision on the basis that the information exchange did not constitute an anticompetitive agreement and that the fine was too high.
The GC rejected all claims that the conduct did not constitute an anticompetitive agreement. However, the GC found that the EC had used certain data to set the value of Credit Suisse’s sales as part of the fining process that was less reliable than the data proposed by Credit Suisse. Accordingly, the GC found that the EC had not followed its guidelines on the method of setting fines and failed to rely on the best available figures. Therefore, the GC recalculated the fine to €28.92 million (approx. US$31.3 million).
Companies should be aware that sharing competitively sensitive information carries a high risk in Europe and may be pursued as a type of cartel conduct leading to high fines and likely follow-on damage claims.
Spanish Investigation of Developer Fees for Apple’s App Store Broadened to Potential Anticompetitive Agreements
On July 29, 2025, Spain’s competition authority CNMC announced that it had expanded its investigation of Apple Distribution International Ltd. and Apple Inc. (Apple) following new evidence that the conduct in question could possibly constitute not just an abuse of dominance under EU and Spanish law, but a violation of the prohibition against anticompetitive agreements under EU and Spanish competition law, too. In July 2024, the CNMC had initiated an ex officio investigation into whether Apple may have engaged in anticompetitive practices by imposing unfair commercial conditions on developers using the Apple App Store to distribute applications to users of Apple products.
The CNMC is now investigating whether Apple may have established a pricing schedule that developers are required to follow to distribute their apps in the Apple app store, which could amount to an anticompetitive agreement. The expansion of the proceedings does not prejudge the outcome of the investigation and does not affect the legal deadline to finalize the case until July 2026.
Companies should note that national competition authorities in the EU have become increasingly active in the digital sector.
Norwegian Court Upholds Price Surveillance Fines Against Supermarkets
On August 21, 2025, the Norwegian Competition Authority (NCA) announced that the Norwegian Competition Appeals Tribunal (NCT) had upheld its decision (in Norwegian) which fined grocery market players Coop, Norgesgruppen, and Rema 1000 for violating the Norwegian Competition Act by agreeing to grant each other extensive access to pricing information through so-called “price hunters.”
From January 2011 and up until the NCA’s unannounced inspections in April 2018, the companies’ price hunting activities increased so that the chains could receive updates on competitor prices several times a day. The seized documents showed that the chains used the price information to test whether competitors would participate in price increases, in turn making it possible for the chains to initiate price hikes with limited risk.
The NCA imposed fines totaling NOK 4.9 billion (approx. €413 million/US$480 million) on the three grocery chains, which now have been confirmed. The chains are also required to cease the cooperation as well as any cooperation with similar effects.
Companies should be aware that sharing competitively sensitive information carries a high risk in Europe leading to high fines and possible follow-on damage claims.
EC Accepts Commitments from Corning to Close Investigation
On July 18, 2025, the EC announced that it had accepted commitments by glass producer Corning and closed its investigation relating to alleged abuses by Corning of its market power regarding sales of high-resistance Gorilla Glass used in smartphones and other electronic devices.
In its investigation, the EC focused on whether contracts between Corning and device makers contain clauses that exclude rival manufacturers of so-called Alkali-AS Glass. Corning opted not to contest the investigation, and instead offered to voluntarily change its conduct. The remedies include dropping all “exclusive dealing clauses” from contracts and not seeking to reimpose them “in future agreements worldwide,” and will apply worldwide for a period of nine years.
Companies should be aware that market conduct by leading firms is subject to close scrutiny by European competition regulators, who frequently investigate practices such as bundling, exclusivity arrangements, pricing strategies, self-preferencing, discriminatory conduct, and other potentially anti-competitive behavior. We have extensive experience both defending companies in such investigations and representing complainants or third parties.
French Statement of Objections for Meta Ad Verification Partnerships
On July 9, 2025, the General Rapporteur of the French Competition Authority (FCA) announced that an SO (formal charge sheet) had been issued to Meta regarding alleged anticompetitive practices in the online advertising sector. The FCA alleged that Meta is abusing its dominant position by providing access to ad verification partnerships on its advertising inventory under conditions that are not transparent, objective, or nondiscriminatory. The FCA considered this behavior as likely to harm competition on several related markets for the provision of ad verification services and ad spaces.
In this context, the FCA ordered interim measures in May 2023, following a request by Adloox, a French provider of ad verification services. These included defining and publishing objective, transparent, nondiscriminatory, and proportionate criteria for accessing and maintaining “viewability” and “brand safety” partnerships, as well as measures to ensure that Adloox had effective access to those partnerships.
Companies should be aware that market conduct by leading firms is subject to close scrutiny by European competition regulators, who frequently investigate practices such as bundling, exclusivity arrangements, pricing strategies, self-preferencing, discriminatory conduct, and other potentially anti-competitive behavior. We have extensive experience both defending companies in such investigations and representing complainants or third parties.
Italy Investigates Meta over Preinstalling AI Service on WhatsApp
On July 29, 2025, Italy’s competition authority AGCM launched an investigation of Meta Platforms Inc., (Meta) and conducted an inspection at the premises of Meta’s Italian subsidiary Facebook Italy S.r.l. concerning a suspected abuse of a dominant position in violation of Article 102 of the Treaty on the Functioning of the European Union (TFEU).
The AGCM’s investigation concerns Meta’s alleged pre-installation of its AI service (Meta AI) in its WhatsApp service without any prior request from users. The AGCM is concerned that by combining Meta AI with WhatsApp, Meta could expand its customer base through “imposing” the availability of the two distinct services upon users, potentially harming competitors. Meta has 60 days to reply to the AGCM, which has said its probe is scheduled to conclude by December 2026.
Companies should be aware that national competition authorities in the EU have become increasingly active in the digital sector.
UK Competition and Markets Authority (CMA) Proposes Designating Apple and Google with “Strategic Market Status” for Their Mobile Platforms
On July 23, 2025, the CMA proposed to designate Apple and Google with strategic market status (SMS) in each of their respective mobile platforms. If designated, the CMA would be able to introduce targeted measures to address specific aspects as to how Apple and Google operate the relevant services in the UK.
The CMA provided a draft roadmap for potential interventions seeking to promote competition in the affected markets. A final decision on both SMS designations is scheduled for October 22, 2025.
Companies should know that with the DMCC the UK now has a digital regime under which it may impose individually tailored conduct requirements on large tech platforms. We can assist with DMCC compliance or assessing third-party intervention opportunities.
Portuguese Competition Authority (AdC) Highlights Labor Competition Concerns for AI
On July 25, 2025, the AdC published a study which highlights that restrictions to labor mobility hamper competition in AI. The report comes against the backdrop of a global shortage of qualified talent in the field.
The AdC outlined that the competitive effects of strategies such as acquihires and agreements between firms not to hire each other’s employees falls under the scrutiny of competition policy. The study also notes that practices such as “reverse acquihires,” whereby a company hires part of the team of another firm without acquiring its formal structure may qualify as concentrations under merger control rules. In addition, the AdC expressed that labor mobility plays a key role in the dissemination of knowledge and the promotion of innovation, in particular in an emerging, knowledge-intensive sector such as AI.
Companies should know that competition agencies in the EU are closely watching developments in the AI space, including investments in and partnerships with companies developing AI models, as well as the effects on labor.
EC Opens Consultations for Review of DMA
On July 3, 2025, the EC launched a first public consultation on the DMA. The consultation aims to assess the DMA’s impact since its application as of May 2023, and to evaluate whether it remains fit for purpose to address emerging digital challenges, particularly in light of the rapid rise of AI-powered services. Interested stakeholders may provide input to the EC on the readiness of the DMA until September 24, 2025. The EC’s review of the DMA is expected to be completed by May 3, 2026.
On August 26, 2025, the EC further specified the scope of its consultation by publishing a survey for business users and consumers seeking feedback on the DMA and specifically on the implications for the AI sector. The EC is particularly interested in potential barriers to entry in the development of AI models, and the impact of gatekeepers’ AI models on their activities and whether the DMA could address these concerns.
Companies should know that enforcing the DMA remains a priority for the EU, despite the current geopolitical context. While AI is not expressly covered by the DMA now, it could come within its scope if it is part of any of the designated core platform services such as search.
EC Initiates Public Consultation on Draft Foreign Subsidies Regulation (FSR) Guidelines
On July 18, 2025, the EC launched a public consultation on the draft Guidelines on the implementation of the FSR (draft Guidelines) which outlines the EC’s review process in determining whether a foreign subsidy distorts competition, the application of the balancing test, and further clarifies the EC’s power to require prior notification of concentrations or foreign financial contributions, even below thresholds.
Interested parties have until September 12, 2025, to submit comments on the draft Guidelines which will then be examined by the Member States’ FSR Advisory Committee and published in January 2026.
Companies should know that the EC remains focused on ensuring that foreign subsidies do not distort competition in the internal market. At the same time, the EC aims to make companies aware of its assessment methods.
EC Launches In-Depth FSR Investigation of ADNOC/Covestro Deal
On July 28, 2025, the EC opened an in-depth investigation under the FSR of Abu Dhabi National Oil Company PJSC (ADNOC)’s acquisition of German polymer manufacturer Covestro, to address its concerns that foreign subsidies granted by the United Arab Emirates (UAE) could affect competition in the internal market.
The EC’s concerns relate to an unlimited guarantee from the UAE and a committed capital increase by ADNOC into Covestro. These subsidies may have allowed ADNOC to acquire Covestro at a valuation and financial terms that violated market conditions, which could not be matched by investors without access to these facilities. ADNOC could also adopt investment strategies affecting competition in the internal market. The transaction was notified under the FSR on May 15, 2025, and the EC has 90 working days from the opening of the in-depth investigation to decide.
Companies should know that the EC remains focused on ensuring that foreign subsidies do not distort competition in the internal market, but an in-depth investigation does not imply any predetermined outcome.
For more information about the FSR, see the Wilson Sonsini Fact Sheet, EU Foreign Subsidies Regulation.
UK Inquiry Recommends Special Status for Cloud Services Providers
On July 31, 2025, an independent inquiry group of the CMA issued its final decision regarding its cloud services market investigation. The CMA found that “competition was not working well” in the cloud services market. According to the CMA, Amazon and Microsoft each have a cloud services market share of up to 40 percent in the UK, with technical and commercial barriers making switching between providers difficult, and alternative suppliers facing significant barriers to entry and expansion.
The inquiry group recommended that the CMA prioritize an investigation into designating these two companies as having Strategic Market Status under the DMCC in relation to their cloud services activities. Once designated, the CMA could impose customized remedies upon them to enable easier switching between providers, promote innovation and service quality, and encourage broader choice for customers. The CMA intends to review and possibly begin further SMS designation investigations in early 2026. Until then, the inquiry group recommended closely monitoring the cloud services market and any voluntary changes by providers.
Companies should know that the UK has a new digital regime under which it may impose individually tailored conduct requirements on large tech platforms.
Annual Report of German Antitrust Authority Emphasizes Digital Economy
On July 9, 2025, Germany’s FCO presented its annual report for the year 2024/2025 in which it emphasizes the importance of competition in driving economic growth and innovation. On digital markets, the FCO stressed that Germany’s start-up culture in AI relies on platforms and computing power provided by the largest digital companies, invoking the need for stronger reliance on the DMA. On cartel enforcement, in 2024 the authority imposed fines of around €26 million (approx. US$30.6 million) on six companies and one individual, and in the first half of 2025 the authority carried out three dawn raids. The president of the FCO, Andreas Mundt, noted that it will continue to enforce the law resolutely, with further major proceedings in the pipeline.
Companies should know that national competition authorities in the EU are increasingly active in the digital sector