Christmas 2025: Merger Control, State Aid, Antitrust and FSR

December has come, and we are exiting another year. We use this time of year to look back at what mattered most in European competition law in 2025 – from the Berlaymont to Kirchberg – and to preview what lies ahead after the New Year’s festivities.

Merger Control

As flagged in our September Rentrée issue, two headline Phase II cases before the European Commission have set the tone for H2 in merger control: UMG/Downtown Music and Mars/Kellanova. Both cases had some fresh procedural and substantive twists, and one of them has just been cleared. A new third Phase II case, MMG/Anglo American Nickel, has added an interesting angle: that of supply security. Besides, we are still waiting for the Commission's new Merger Guidelines, but they are said to come with spring, and the Commission has given some first indications of what we might expect…

Mars / Kellanova: Still Enough Chocolate for Everyone (Commission Clears Case)

In September, we reported that the Commission’s first Phase II case of 2025 – concerning global confectionery, food, and pet food products company Mars' planned takeover of Kellanova, which mainly sells cereals and salty snacks, focused on portfolio effects (case M.11753) – specifically, the risk that combining "must‑have" snack brands could strengthen Mars’ bargaining power vis‑à‑vis retailers, as consumers may prefer to buy all their groceries in one store, and ultimately push up consumer prices. After a summer stop‑the‑clock, the Commission used the fall to conduct its in-depth analysis, and, on 8 December, gave the parties an early Christmas present, unconditionally clearing the deal.

The Commission examined but ultimately did not find evidence that adding Kellanova’s brands (notably Pringles and ready‑to‑eat cereals) to their substantial portfolio would strengthen Mars’ bargaining power toward retailers. In particular, the Commission found that the characteristics of the products (including long shelf life and impulsive, infrequent purchases), the absence of strong cross‑brand loyalty that would drive supermarket switching, and insufficient evidence of a so‑called "basket effect" meant the transaction would not significantly increase Mars’ ability to extract higher prices from retailers.

At a recent conference in Brussels, Executive Vice-President Teresa Ribera highlighted, when speaking about the Mars/Kellanova case, that it is essential in a cost-of-living crisis that the Commission diligently assesses mergers in consumer markets. Thus, the next case may be just around the corner, whether it will be chocolate or another product…

⌛When? The deal was cleared on 8 December. The FTC and the CMA had already given their approvals.

UMG / Downtown Music: Clearance Just One Beat Away?

The Commission's assessment of European music record company Universal Music Group’s (UMG) proposed EUR 670 million acquisition of Downtown Music, a provider of artist and label (A&L) services as well as royalty accounting services, has focused on data access and ecosystem risks in A&L services and distribution (case M.11956). The case originated in a Dutch Article 22 EUMR referral request and had also made waves in the independent music sector, culminating in an open letter by 200 professionals pointing out possible competition risks arising from the deal.

On 24 November 2025, the Commission issued a Statement of Objections that sets out a single concern: whether UMG could obtain and benefit from access to commercially sensitive data processed on Downtown Music’s royalties platform, Curve, in a way that would impede rival labels’ ability and incentives to compete. Therefore, the Commission has apparently narrowed down its lines of inquiry, as it no longer refers to earlier points of its assessment, such as data held by other Downtown Music assets, notably FUGA.

⌛When? UMG now has the opportunity to respond to the Statement of Objections. The Commission’s current deadline for a final decision is 6 February 2026, but the timeline may change when the case evolves.

MMG / Anglo American: If I Had a Nickel…

While Mars/Kellanova has been cleared, there is a new Phase II case in town: On 4 November, the Commission opened an in‑depth investigation into MMG’s proposed acquisition of Anglo American’s nickel business in Brazil (case M.11944). MMG is a multinational metals and mining company, listed in Hong Kong and majority‑owned by Chinese state-owned company China Minmetals. Anglo American’s Brazilian nickel includes two operating ferronickel facilities and two greenfield development projects.

The Commission has voiced preliminary concerns that the acquisition could enable MMG to divert ferronickel supply away from European markets, which may increase costs while reducing quality in European stainless steel production. According to the Commission, Anglo American has substantial market power on the market for low-carbon ferronickel, where alternatives for European customers are scarce, and MMG may be incentivized to shift supply to its own downstream activities to the detriment of European buyers. MMG submitted behavioral commitments immediately before the deadline for Phase I, which the Commission did not market-test.

⌛When? Pending further changes, the Commission's review deadline ends on 20 March 2026.

Come Spring, Come Merger Guidelines?

In our June issue, we reported comprehensively on the Commission’s overhaul of the EU Merger Guidelines. To refresh your memories, the Commission ran a public consultation, which ended in September. Afterwards, the Commission published the contributions and is in the process of assessing them. In December, the Commission hosted the first of two stakeholder workshops to discuss feedback (the second will be in January). A high-level conference (titled "Shaping the Future of EU Merger Control") is planned for 5 March 2026. The Commission is expected to publish its draft guidelines in the spring.

The Commission received 106 replies to the consultation from stakeholders in 20 member states (and beyond), which they called quite unusual and extensive. They also pointed to the diverse group of respondents, which included not only large businesses from various sectors, lawyers, and economists, but also NGOs, academics, and SMEs.

Substantively, respondents repeatedly called for a more dynamic, forward-looking framework that gives greater weight to innovation, efficiencies, sustainability, investment, or other non-price benefits, and centers less on prices and market shares. Commission officials have made clear at several events that they acknowledge the need for a more forward-looking approach that also takes into account aspects such as innovation. On efficiencies, the Commission expects more extensive discussions in the further overhaul process. At the same time, the Commission stressed that, in any case, parties will continue to be required to credibly demonstrate and justify merger‑specific efficiencies, and that price competition will continue to be essential.

Further topics that feature prominently in the responses are resilience and scale. Several respondents asked the Commission to recognize security‑of‑supply and resilience as factors in assessing mergers, while others cautioned that doing so could create uncertainty and overlap with foreign direct investment regimes. Many respondents also stressed the need for European firms to scale up to sustain investment and innovation; some viewed merger control as a facilitator, whereas others identified fragmented national markets in the Single Market as the main obstacle rather than merger control itself. Reflecting this balance, at a recent Brussels conference, a senior EU official underscored that the EU should safeguard the reliability of the supply chains it relies on and that European firms must achieve greater scale, while adding that the real bottleneck for scale is the lack of a truly integrated Single Market across many industries.

⌛When? Another stakeholder workshop is set for 20 January, and a conference for 5 March. The Commission has said they will publish draft guidelines in the spring. (At a recent conference in Brussels, Deputy Director-General for Mergers Guillaume Loriot pointed out that technically, spring ends in late June.)

Vivendi / Lagardère: Decision in Sight in Gun-Jumping Case?

The Commission's investigation into possible gun-jumping by Vivendi in its acquisition of Lagardère, both French media companies, is still ongoing (case M.11184). As a reminder, after a dispute over the Commission’s investigative powers had kept the regulator and the parties busy for some time, in July, the Commission issued a Statement of Objections. It set out that the Commission had preliminarily found that Vivendi violated both the requirement to notify the transaction and the standstill obligation by regularly influencing Lagardère’s strategic decisions. According to media reports, Vivendi responded to the Statement of Objections in October, and appeared before a closed Commission hearing in mid-December.

⌛When? While there is no clear timeline, a decision could well arrive in early 2026.

What’s New in (Christmassy) EU State-Aid Land?

Rudolph, you red-nosed fellow, put on ice-skates – to try something new – and let's go to EU State-aid land …

Antin Infrastructure Services Luxembourg v Spain (ICSID Award = State Aid?)

Let's start with an evergreen which is not just good for Christmas … On 24 March 2025, the Commission concluded that a 2018 arbitration award ordering Spain to compensate investor Antin Infrastructure Services for the termination of a renewable-energy subsidy scheme amounts to illegal State aid and ordered Spain not to pay – nor to facilitate execution abroad – decision SA.54155 (2021/NN). In short: you can’t circumvent EU State-aid law (and its ban on unlawful subsidies) by moving the claim into a private arbitration tribunal.

State Aid Meets Environmental Justice: NGOs Get a Say

On 12 May 2025, the Commission amended its rules so that environmental NGOs (non-profit, independent, active on environmental matters) can now request a review of certain State-aid decisions, if they claim these violate EU environmental law (e.g., breach environmental impact rules). This reform implements a demand from the Aarhus Convention Compliance Committee, closing a legal gap where previously certain aid decisions could hamper environmental protection without judicial scrutiny. Interested NGOs have 8 weeks (from publication of the final aid decision) to file a request; the Commission then has 16 (up to 22) weeks to respond, and all filings/responses must be published.

It is quite an opening: after years of criticism (notably from the Aarhus Convention Compliance Committee) that State aid was a legal black hole for environmental challengers, the Commission finally built a formal (if cautious) "access to justice" valve – albeit one where the Commission reviews its own decisions, which may feel a bit like asking the fox to guard the henhouse. Expect a few new lawsuits and perhaps some panicky calls from Member States planning large fossil-fuel-based support schemes.

Clean Industrial Deal and the New Clean Industrial State Aid Framework (CISAF)

As reported in our previous edition, on 25 June 2025, the European Commission adopted CISAF, a new State-aid regime designed to turbo-boost clean energy, industrial decarbonisation, and clean-tech manufacturing across the EU. It replaces the older crisis-era rules and remains in force until 31 Dec 2030. Under CISAF, Member States can more easily award aid (grants, subsidised loans, guarantees, etc.) for: renewable energy projects, hydrogen, low-carbon industries, clean tech manufacturing, and other energy-intensive industries undergoing a "green" transformation. The new framework reflects the strategic aim of the Clean Industrial Deal to mobilise up to €100 billion for EU-made clean-tech and industrial transformation. As a result, several large aid schemes have recently been approved (e.g., support for renewable hydrogen production in Austria and Lithuania).

Why this matters (and why Brussels is patting itself on the back): for once, State-aid rules are not just about restricting subsidies – they are being actively used to push a green-industrial pivot. The EC now provides clarity and a long-term horizon, giving businesses and states a stable basis to plan decarbonisation investments.

Fresh from the Courts: Tax-Goodwill Saga Finally Closed (… Maybe with a Sigh of Relief)

On 26 June 2025, the Court of Justice of the European Union (Eighth Chamber) finally delivered judgment in the long-running saga over Spain’s tax scheme allowing amortisation of "financial goodwill" from acquisitions of foreign shareholdings – cases C-776/23 P to C-780/23 P. The Court dismissed the appeal of the Commission. It confirmed that prior Commission decisions (from 2011) on the scheme already covered both direct and indirect share-acquisitions. Thus, the Commission could not treat a later Spanish administrative reinterpretation (that broadened its use) as a "new" aid scheme subject to recovery. In short: the Court upheld legal certainty and protected companies’ legitimate expectations – a rare thing in EU State aid law, one might think – the tax amortisations remain "legal-ish", and the threat of massive retroactive recovery (for indirect shareholdings) is off (at least for now).

This case ends probably one of the biggest and most controversial retrospective tax-aid battles in EU history. For companies that engaged in cross-border acquisitions relying on the (then) national tax regime – deep sigh of relief. For national treasuries and the Commission: less money to claw back than hoped, and perhaps a reminder that "legal certainty" isn’t just a slogan, even in EU State aid law.

Compliance with Environmental/Public-Procurement Law Matters

(Even for Nuclear Plants Which Would Even Delight Good Old Opa Hoppenstedt by Loriot – This One, Not That DG COMP's One)

On 11 September 2025, the Court of Justice of the European Union (Grand Chamber) annulled a lower court’s judgment and sided with a Member State (Austria) that had challenged a Commission decision approving aid for the construction of two reactors in Hungary, because the Commission had failed to assess compliance with public procurement law when aid was tied to a direct (non-tendered) contract – case C-59/23 P.

The message is crystal: State aid assessment cannot ignore connected public-law issues – especially procurement – and must take into account not only economic but (other) procedural/legal fundamentals of EU law.

Major State-Aid Approvals and Sector Developments

2025 was not all talk and no chocolate. The Commission allowed a number of big and strategically symbolic aid packages – reflecting the twin pushes for "tech sovereignty" and "green transition". Here are the standouts:

  • Onsemi (Semiconductor chips) – On 21 November 2025 the Commission approved a €450 million Czech grant for Onsemi to build a first-of-its-kind integrated Silicon Carbide (SiC) power-device fab in Rožnov pod Radhoštěm. The facility – part of a €1.64 billion investment – aims to strengthen EU autonomy in semiconductor supply, especially for EVs, renewables and other "green" technologies.
  • LEAG (German lignite-exit) – The Commission cleared a German measure worth up to €1.75 billion compensating LEAG for the early closure of lignite-fired power plants, covering social transition costs and foregone profits. The measure is approved under the environmental/energy aid framework (notably the Climate, Energy and Environmental Aid Guidelines – CEEAG).
  • Several other significant approvals in 2025, including for clean-technology schemes in Spain, strategic electricity-supply reserves in Estonia, and pension-contribution compensations for rail-freight in France – all pointing to a Commission comfortable with using State aid as a lever for climate, energy and industrial transition.

Even beyond "cute" green start-ups, legacy sectors and heavy-industry can receive State aid – provided they position themselves as "strategically important" or "green-transition aligned". The message is: State aid is not dead, it's just more fashionable (and politicised) than before.

… Because Even State-Aid Law Deserves a Wink

Bottom line: also this year, EU State-aid law has not turned into a dusty relic locked in Luxembourg. Rather, Brussels refreshed it – like a middle-aged rockstar trading leather for a tailored suit. With CISAF and judicial rulings that restore legal certainty (hallelujah), the landscape is shifting. Aid is now "sexy" again, especially if you agree to ride the green-transition wave  but might also come with some sleepless nights checking whether your latest deal might draw environmental or procurement scrutiny down the line.

Coalitions, hydrogen, chips, or carbon-free factories – if you’re ready to play by CISAF’s new rules (and maybe dodge an NGO review or two), the EU game might just pay off, not only for Christmas.

Antitrust

Sliding down the chimney and opening doors – dawn raid scrutiny in 2025

As already depicted in our November issue, the year brought higher dawn-raid scrutiny and overall insights on the Commission's investigatory powers in antitrust. The General Court ("GC") backed the Commission in Red Bull (case T‑306/23), confirming that plausible suspicion based on information received by an informal complaint and its additional own investigations suffices to conduct an inspection and rejecting Red Bull's allegation of a "fishing expedition". With those doubts cleared, the Commission formally opened proceedings just a month after the GC handed its judgment. Michelin gained a limited victory when the GC upheld the dawn raid overall but struck down parts unsupported by timely evidence, urging greater precision with regards to temporal scope of investigations (case T‑188/24). In Eurofield/Unanime (AT.40996), the Commission signalled a tougher approach by imposing its first-ever fine for an incomplete RFI, underscoring that risks persist long after inspectors leave. A RFI issued in June 2023 was only partially answered by Eurofield, as shown by materials obtained during subsequent inspections and in response to a later RFI (again answered incompletely). The Commission then formally opened proceedings for these procedural infringements, after which the parties cooperated. The case ended with a comparatively modest total fine of EUR 172,000, well below sanctions in other procedural cases, such as the EUR 15.9 million imposed in 2024 for deleting messages during an inspection in Fragrances and Flavours.

Will Santa bring us a present? – novelties in antitrust (soft) law

  • After the Commission's announcement that the process for the adoption of the revised Article 102 Guidelines would be finalised in the course of 2025, interested parties may be forgiven for checking the calendar more often than usual. Despite the conclusion of the public consultation and the publication of the replies, a revised proposal has yet to make an appearance. With no presentation in sight so far, it increasingly looks as though 2025 may come and go without the long-awaited draft, turning the question into whether we should expect a 2026 delivery instead (or perhaps a surprise Christmas gift from Brussels later this year).
  • The Commission's work on revising Regulation 1/2003 continued throughout 2025. Following the publication of its "Call for Evidence" in July and the subsequent consultation, which closed in October, the Commission has now published the submissions received and held a stakeholder workshop just a few days ago. While no draft legislation has yet been issued, the direction of travel is becoming clearer. Among the many reform options floated in the Commission's outline, one sticks out: the proposed lowering of the threshold for interim measures, notably with regards to the procedure steps required before their issue. The Commission is aiming to turn this tool into a genuine mechanism for rapid intervention, particularly in fast-moving markets where competitive harm may be irreversible by the time a final decision arrives. Since the adoption of Regulation 1/2003, interim measures have been successfully imposed only in Broadcom (AT.40608); otherwise, they have served as a threat (arguably with some impact). Equally prominent – and considerably more controversial – is the idea of removing Article 3(2) Sentence 2 Regulation 1, which currently allows Member States to apply stricter national rules on unilateral conduct where trade between Member States is affected. This proposal would effectively limit the application of national abuse provisions, for example Sections 19a and 20 ARC in Germany. It is no surprise that this idea has been greeted less like an early Christmas present and more like an unexpected New Year's plot twist.

From food delivery and wine to best prices – this year's major case developments unwrapped

  • No matter the wintry weather, food delivery workers keep moving through the city's streets. The Commission's July 2025 decision in Delivery Hero/Glovo (case AT.40795) brought some landmark moments in the EU antitrust landscape (see our October edition for more details). It was the first time the Commission sanctioned a no-poach agreement as a by-object infringement in labour markets and found that a minority shareholding can facilitate collusion. Key-take aways were delivered for minority investments in a competitor's company.
  • Also, the pharmaceutical sector was a topic in 2025. A headline development came in October, when the ECJ upheld the anterior GC judgment on the Commission's case Teva/Cephalon (court case C-2/24 P). By this, the ECJ confirmed the Commission's assessment of a pay-for-delay arrangement, within a patent litigation settlement, as a by-object restriction. The Court endorsed the Commission's holistic assessment of the restriction in the settlement and the related commercial arrangements therein, strengthening the framework developed in Generics, Lundbeck and Servier. It found no error in the Commission's assessment of the agreement's object, when it punctually assessed a counter-factual scenario. This is not exclusively limited to the effects analysis under Article 101(1) TFEU but can be part of the analysis of the agreement's object as well. For companies approaching the patent cliff, the judgment serves as a timely reminder: settlement negotiations must be approached with particular care; the rationale for any value transfer must be defensible; and legitimate business justifications should be tangible.
  • Several sustainability initiatives tested the boundaries of Article 101 TFEU in 2025 (see also our September edition). While the joint procurement of battery-electric container-handling equipment by port operators and the formation of a licensing negotiation group in the automotive sector raise concerns under Article 101 TFEU, the Commission concluded in its July informal guidance letters that neither arrangement amounted to an infringement, provided certain limits on information exchange to the strictly necessary and on their co-dependence are met. Conduct that raises Article 101(1) TFEU risks may be implemented for the sake of a greener economy – provided the competitive risks tightly contained.
  • Finally, following the ECJ's decision from fall 2024 on Booking.com's price-parity clauses, a class action was launched in the Netherlands by over 15,000 hotels seeking compensation for Booking's "best-price guarantees" practice. Additionally, not only hotels but also consumers are now seeking their (alleged) damages paid, in a new case brought by Consumer Competition Claims Foundation on 13 November 2025. Meanwhile, Booking's appeal in front of the GC against the Commission's blockade of its acquisition of eTraveli is still pending (case T-1139/23).

Foreign Subsidies Regulation

As the year draws to a close and Brussels' Christmas lights flicker on, the EU Foreign Subsidies Regulation (FSR) has firmly established itself as more than just a shiny new ornament on the EU's competition law tree. 2025 brought substance, controversy and enforcement momentum.

e& / PPF: The First Phase II Decision — A New Tradition Is Born

The publication of the Commission’s Phase II decision in e& / PPF marked a milestone: the first fully reasoned in-depth merger decision under the FSR. For the first time, abstract concepts finally acquired operational meaning – and, like an overly generous Secret Santa, the Commission gave us plenty to unpack.

At the heart of the decision lies the Commission's treatment of implicit and unlimited state guarantees. The Commission considered that the structural links between e& and the UAE state conferred a competitive advantage, even absent explicit guarantees, by lowering financing costs and risk exposure. This confirms that the Commission is willing to infer distortion from institutional and constitutional arrangements. Equally significant is that the balancing test played a minor role. While the Commission formally acknowledged potential positive effects (investment and connectivity), these did little to offset concerns. The message is clear: the balancing test exists, but it is no Christmas miracle cure. Remedies were behavioural rather than structural and aimed at ring-fencing EU operations from subsidised resources. This sets a precedent: FSR remedies may focus less on divestment and more on governance, financing and firewalls.

The e& / PPF confirms that in-depth investigations under the FSR can be a sobering gift, perhaps – but at least one we can now unwrap with clearer expectations.

Draft FSR Guidelines — Christmas Wish List or Regulatory Overreach?

If e& / PPF was the Commission's first big FSR present, the Draft FSR Guidelines felt more like a festive wish list — ambitious, detailed, maybe not universally welcomed, and certain disappointing to many.

The draft's aim was to clarify key notions such as distortion and the application of the balancing test, and to explain how the Commission will exercise its wide discretion, including in ex officio cases and call-ins. This guidance is overdue. However, controversy quickly followed. Many commentators note that the draft Guidelines codify a highly interventionist enforcement philosophy, rather than meaningfully constraining it. The Commission reserves broad latitude in assessing distortion, while the balancing test remains under-specified and seemingly secondary. In other words: the Guidelines explain how the Commission thinks — not where it will stop. The key issue seems to be the Commission's lack of practical experiences on the topics that it was supposed to clarify.

Particularly contentious remains the Commission's expansive view on financial contributions, including indirect and economy-wide measures, and the low evidentiary threshold for establishing potential distortion. For companies with complex global structures, this reinforces the perception that FSR risk assessment will remain resource-intensive and uncertain. That said, the draft Guidelines also offer practical benefits: they confirm some working assumptions and signal enforcement priorities. Not exactly a stocking stuffer, but certainly something to read by the fireplace.

Final adoption is expected in January 2026. Whether the Commission softens some edges remains to be seen — Christmas miracles do happen, but Brussels is not very well known for them.

ADNOC / Covestro: Phase II Goes Big — Substantively and Procedurally

If e&/PPF was the FSR's coming-of-age moment, some of the aspects of ADNOC / Covestro caught the FSR community by surprise, much like a late Christmas present.

Substantively, the case reinforces the Commission’s focus on capital injections, preferential financing and implicit state guarantees as sources of distortion. The analysis again emphasised the acquirer's ability to outcompete rivals post-transaction, not merely the acquisition price. Procedurally, the case is notable for its depth and duration. Information requests seem to have been extensive – at least in the acquirer's perception – and resulted in a long-lasting stop-the-clock. For deal teams, this confirms that FSR review should be integrated early and may impact timing significantly – it is not an add-on workstream to be handled between Christmas and New Year. The remedies package again favours behavioural commitments over structural solutions and it came with a twist: there seems to be a missing link between the theory of harm identified by the Commission – which was based on acquisition-related advantages – and the remedy accepted by it – which contained long-term, forward-looking behavioural obligations.

While the festive season can be used to ponder what 2026 might bring, one thing that comes to mind is what clarifications the publication of the reasoned decision could bring.

Enforcement Beyond M&A — Dawn Raids, Temu and the Spirit of Investigation

While merger control has dominated the FSR headlines, 2025 also demonstrated that the FSR's ex officio powers are no decorative tinsel. The Commission's dawn raid at Temu sent a clear signal: enforcement actions are not limited to notifiable transactions.

This highlights two important trends. First, the Commission continues to use classic antitrust-style investigative tools under the FSR, including unannounced inspections. Second, digital and consumer-facing sectors are firmly on the radar, particularly where aggressive pricing strategies may be linked to foreign state support. For companies, this raises practical compliance questions. FSR dawn raids require the same level of preparedness as antitrust inspections. Christmas fire drills may not be festive, but they are increasingly necessary.

More broadly, the Temu case underscores the Commission's policy narrative: the FSR is about fairness and level playing fields, and enforcement will follow political sensitivity. This combination makes for a powerful – and unpredictable – enforcement cocktail.

Outlook for 2026 — What’s Under the Tree?

Looking ahead, 2026 promises more of everything: more potential Phase II cases on the horizon, the final FSR Guidelines in mid-January, shaping day-to-day advice, and the Commission's first formal review of the Regulation by mid-year.

For practitioners and in-house teams, the key takeaway is clear: the FSR leaves its nascent status and becomes increasingly operational, but hopefully also increasingly predictable. The best Christmas present you can give yourself? Early planning, integrated deal strategies – and perhaps a strong coffee for what lies ahead.