• raising of merger control thresholds in France
• new mandatory notification thresholds and digital filing in Italy

Read the full document by Marie Hindré and Margaux Brunet (ADVANT Altana) and Francesco Mazzocchi (ADVANT Nctm)

Click here

M&A deals impacting the EU that are not caught by standard merger control thresholds can still be reviewed under general competition law rules. But how does this work?

Listen to the episode to discuss the implications of the 2023 European Court of Justice judgment in the "Towercast" case and to learn more about the practical implications of this judgment for those doing M&A that touches the EU. 

Wienerberger, headquartered in Vienna, is a globally active producer of pipe systems, façade materials, roofing materials, wall-building materials, pavers and solar systems. With this transaction, Wienerberger continues its international growth strategy and supplements its product portfolio. 

The Italcer Group is a globally active manufacturer of premium ceramic products with production sites in Italy and Spain. The company employs nearly 1,200 people and generated revenues of approximately EUR 350 million in 2025. In a first step, Wienerberger will acquire 50 percent plus one share from the sellers. A call option to acquire the remaining shares is scheduled for the first half of 2027.

The merger control aspects of the transaction are led by ADVANT Beiten partners Uwe Wellmann and Christoph Heinrich, who jointly oversee the German merger control proceedings. In addition to the filing with the German Federal Cartel Office (Bundeskartellamt), they are coordinating the parallel filing in Austria in close cooperation with E+H (Vienna). 

The M&A workstream is led by an E+H team headed by partner Josef Schmidt and associate Alina Holzer. ADVANT Nctm partners Matteo Trapani and Filippo Ughi are responsible for the Italian aspects of the transaction and, together with a multidisciplinary team, provide comprehensive advice on Italian law. Cuatrecasas advices in Spain. Legance represents the sell-side. 

ADVANT regularly advises Wienerberger AG on strategic transactions. These include, among others, the largest acquisition in the company’s history to date – the acquisition of significant business operations of the French Terreal Group, which substantially strengthened Wienerberger’s position in the roofing and solar solutions sector. By once again advising on a cross-border transaction, ADVANT underscores its integrated European platform and the close cooperation of its teams in complex M&A and merger control mandates.

Advisor Wienerberger AG:

ADVANT Beiten: Uwe Wellmann (Berlin) and Christoph Heinrich (both lead partner), Dr Cathleen Laitenberger (both Munich, all Antitrust).

ADVANT Nctm: Matteo Trapani und Filippo Ughi (both lead partner), Stefano Casamassima, Marianna Loprevite und Giacomo Zagaria (all Milan, all Corporate/M&A).

Public Relations
Frauke Reuther
Manager Kommunikation
ADVANT Beiten
+49 (69) 75 60 95 - 570
frauke.reuther@advant-beiten.com

Uwe Wellmann
Rechtsanwalt
ADVANT Beiten 
+49 30 26471-243
Uwe.Wellmann@advant-beiten.com

Finassur has a very strong presence in the North of France, an economically strategic region for Marsh. 

Marsh, a Marsh McLennan (NYSE: MMC) company, is the #1 insurance broker and risk advisor worldwide, advising clients in 130 countries through four companies: Marsh, Guy Carpenter, Mercer, and Oliver Wyman. With annual revenues of more than $24 billion and more than 90,000 employees, Marsh McLennan helps clients build confidence to succeed through the power of perspective.

This acquisition will enable Finassur’s clients and employees to benefit from Marsh McLennan's global capabilities, solutions, and expertise in the areas of insurance, risk management, and strategy consulting expertise to help them achieve their growth and development goals.

This transaction is an illustration of ADVANT Altana’s ability to manage complex cross-border transactions for US clients investing in Europe and requiring the involvement of numerous areas of the law. 

The ADVANT team headed by Dr Christof Aha had already advised LUEHR FILTER GmbH in 2021 on the sale of its 50% stake in EWK Umwelttechnik GmbH to the Swedish Valmet Group.

LUEHR FILTER GmbH has been successfully operating in the field of air and gas purification for 85 years and specialises in dry flue gas cleaning systems in particular.As a third-generation family-run business, it combines flexibility with technical expertise and, with more than 300 employees and a large number of references, is now a globally respected partner for gas purification systems in almost all branches of industry.

MARTIN GmbH für Umwelt- und Energietechnik is one of the world's leading suppliers of thermal waste treatment plants. Following the integration of LAB SA in 2022, the MARTIN Group is gaining another renowned supplier with the acquisition of LUEHR, consolidating its role as an innovative full-service provider in the field of flue gas cleaning.
 

Advisor to LUEHR Filter GmbH:
ADVANT Beiten: Dr Christof Aha, Dr Markus Ley (both lead), Mark Thönißen (all Corporate/M&A) and Christoph Heinrich (Antitrust Law).

Advisor to MARTIN GmbH:
Rödl & Partner: Patrick Satzinger and Frederic Wolff

PR
Frauke Reuther
Manager Kommunikation
ADVANT Beiten
+49 (69) 75 60 95 - 570
frauke.reuther@advant-beiten.com

The financing of the EU's tasks must be secured in the long term and requires comprehensive budget planning. The basis of this budget planning is the so-called "Multiannual Financial Framework“, and the next one must be adopted unanimously by the Member States for the years 2028 to 2034 on a proposal from the European Commission with the consent of the European Parliament. The Commission presented its draft on July 16, 2025, and it is quite ambitious. But what exactly is the "Multiannual Financial Framework"? Which changes does it make compared to the previous funding period? What happens next?

What is the "Multiannual Financial Framework"?

Based on Art. 312 of the Treaty on the Functioning of the European Union (TFEU), the "Multiannual Financial Framework" (MFF), which is the responsibility of the European Commission, covers the EU's budget planning for at least five – usually seven – years. It determines the financial scope of the annual EU budget by setting binding ceilings. The focus is always on promoting European cooperation, particularly in terms of growth and competitiveness. Long-term budget planning enables investment projects to be aligned over several years and thus designed more efficiently. Variable elements of the MFF allow a flexible response to crises and emergencies such as natural disasters. Moreover, it enables financial resources to be deployed quickly and precisely.

In addition to the MFF, the EU also has subsidiary budgets. The most prominent example of this is NextGenerationEU (NGEU). This is a temporary recovery program that was launched in 2020 to deal with the economic and social impact of the COVID-19 pandemic. With a volume of more than EUR 800 billion, NGEU aims to finance economic recovery in the EU and promote investment.

There are also other budgets outside the traditional financial framework, such as the European Peace Facility (EFF). The facility was set up for the period 2021-2027 with a volume of EUR 5.69 billion and serves to support countries affected by military conflicts.

What are the main innovations of the MFF 2028-2034?

A – Increasing the budget and new sources of revenue

The Commission wants to significantly increase the budget. The current MFF 2021-2027 has a total volume of around EUR 1,211 billion, which corresponds to around 1.11% of the gross national income (GNI) of the EU-27. In addition, there are funds from the "Next Generation EU" reconstruction program amounting to around EUR 800 billion.

The current EU budget, including NGEU funds, therefore amounts to around EUR 285 billion per year. In comparison, the German federal budget alone is already around EUR 450 billion, i. e. almost twice as much.

The European Commission considers the current budget volume for the future MFF 2028-2034 to be insufficient, particularly regarding the need to overcome global instabilities and to finance climate protection and biodiversity. The European Commission wants to invest EUR 2,000 billion to future-proof the EU. "The next Multiannual Financial Framework is the most ambitious we have ever proposed. It is more strategic, more flexible, more transparent", says European Commission President Ursula von der Leyen. But where will this funding come from?

To keep the Member States' national contributions stable, the European Commission is trying to tap into new own resources. At present, the fulfilment of EU tasks is largely financed by contributions from the Member States, and they would rather "transfer less to Brussels" than more. On the one hand, ecological levies are proposed, i. e. revenues from the EU Emissions Trading System (ETS) and the Carbon Border Adjustment Mechanism (CBAM) are to be used permanently as own resources, with 30 % of ETS revenues flowing into the EU budget in addition to the proceeds from the CBAM. On the other hand, revenue is to be generated from the taxation of multinational corporations: With the planned taxation of corporate profits in the EU through the BEFIT (Business in Europe: Framework for Income Taxation) instrument as well as revenue from the OECD-driven Pillar One of the global minimum tax system.

B – Changes

The heart of the new MFF are the national and regional partnership plans, which shall form the basis for investments and reforms. The European Commission would like to invest EUR 865 billion just for this.

In addition, the European Commission intends to modernize the Common Agricultural Policy (CAP) and adapt it to new ecological and social requirements. A further EUR 300 billion has been earmarked as income support for farmers, which corresponds to double the amount of the agricultural reserve compared to the previous MFF.

In addition, programmes to reduce economic and territorial disparities between regions should be more efficient and customs and excise duties should be optimized.

Another important proposal is the establishment of a European Competitiveness Fund with almost EUR 410 billion. This fund bundles up to 14 previously separate programmes, including innovation, digitalization, climate protection, health and defence, into a single, thematically focused fund. The aim is to promote strategic investments in key technologies, drive forward industrial decarbonization and strengthen Europe's global competitiveness.

What criticism is there of the planned changes to the MFF 2028-2034?

The European Commission's draft has not met with a positive response everywhere. The European Parliament has already rejected the European Competitiveness Fund proposed by the European Commission as inadequate. Large funds are considered unsuitable for guaranteeing parliamentary control. It also criticizes the model of a national plan per member state ("single plan"), as is practiced with the Recovery and Resilience Facility. The European Parliament will not accept any restriction of its duty of oversight and democratic control over EU funds. Instead, it is calling for a differentiated structure with strong parliamentary control and the involvement of regional and local authorities.

Several member states also reject a significant increase in the EU budget. If this were to be accompanied by an increase in the expenditure ceiling above the current level of 1 % of GNI, which in turn is criticized by the European Parliament and the European Commission. "Frugal" states such as Germany have already spoken out against an increase in the EU budget. France has even announced its intention to cut payments to the EU budget in 2026.

Many member states are sceptical about new, mandatory own resources and additional financial burdens that go beyond management or structural reforms. Regardless of the Commission's proposals for new financing instruments, differences remain, for example regarding the integration of new thematic areas or centralized control.

How will defence be financed?

There is overwhelming consensus on increasing the defence budget. The financing of defence is based on the European Defence Fund (EDF). This is the central EU instrument for promoting research, development and joint procurement of modern defence technologies. For the current period 2021-2027, the fund has a budget of EUR 7.3 billion at its disposal. Given the current geopolitical situation, the European Commission has invested EUR 910 million in strengthening the innovative and interoperable defence industry in Europe this year. The European Commission's proposal provides for a special mechanism with a financial impact of almost EUR 400 billion to deal with serious crises. EUR 131 billion is to be invested from the Competitiveness Fund in the areas of defence and space. A further EUR 100 billion is earmarked for Ukraine's recovery and resilience. 

In addition to the EDF, the European Commission is planning a comprehensive rearmament as part of its "ReArm Europe" initiative. To this end, it plans to borrow EUR 150 billion through capital market bonds. This should enable rapid and targeted investments without placing an undue burden on national budgets. Over the next four years, around EUR 800 billion will be mobilized, a large part of which is to be covered by an increase in national defence spending by the member states of 1.5 % of GDP.

Further considerations concern the establishment of a so-called "rearmament bank", which is supported by EU member states as well as foreign partners such as the USA and the UK, to simplify and bundle financing for defence technologies. This bank would issue triple-A bonds backed by the shareholder states and thus mobilize additional funds without increasing the debt levels of the member states.

What happens next?

The proposal for the 2028-2034 MFF submitted by the European Commission on 16 July 2025 will be discussed over the next two years. The new MFF must be adopted unanimously in the Council and by simple majority in the European Parliament.

How the European Commission will manage the balancing act between future-orientated policy with new tasks and expenditure desired by the European Parliament and the savings wishes of the Member States cannot be predicted. So far, negotiations have been characterised by the paradox that every Member State wants to get more out than it pays in. Furthermore, in the EU as elsewhere, regrettably, different points are being linked together: For example, the approval of EU sanctions with commitments in favour of individual EU Member States, as in the recent case of Slovakia's delayed approval of the 18th sanctions package against Russia. In the next two years, there will certainly be tough disputes over the proposal. Besides, the MFF 2028-2034 will certainly look different from what was proposed.

Gábor Báthory
Prof. Dr. Rainer Bierwagen
Christian Hipp
Dr. Dietmar O. Reich

Sources

Proposal of the European Commission

https://commission.europa.eu/strategy-and-policy/eu-budget/long-term-eu-budget/eu-budget-2028-2034_en

Parliament's priorities for the Multiannual Financial Framework from 2028 onwards | News | European Parliament

Budget proposal "simply not enough", say MEPs | News | European Parliament

Example comments from Baden-Württemberg

https://stm.baden-wuerttemberg.de/de/service/presse/pressemitteilung/pid/vorschlag-der-eu-kommission-fuer-mehrjaehrigen-finanzrahmen 

welcome to the June issue of ADVANT Beiten's International Briefing.

Germany remains one of the world’s most attractive destinations for foreign direct investments. This reputation is well-deserved, as the country offers a stable legal environment, a highly skilled workforce, and a dynamic industrial landscape, all of which create a robust foundation for successful business ventures. In ADVANT Beiten's newly released guide "Investing in Germany" our experts provide a comprehensive overview of the legal framework for foreign investments in Germany - practical, understandable and with extensive experience in the field of foreign direct investments.

This year our Beijing office proudly celebrates its 30^th anniversary. We are delighted to share with you an insightful interview with our Beijing team of Susanne Rademacher, Dr Jenna Wang-Metzner, and Lelu Li, highlighting their dedication and three decades expertise in the field of the inbound and outbound investments in China.

In this issue we will also highlight interesting developments in the European and German legal landscape, invite you to meet us at international events, and tell you about our recent deals.

You can find the newsletter by clicking here.

Kind regards,

Dr Barbara Mayer
Prof. Dr Hans-Josef Vogel
Dr Christian von Wistinghausen
Moritz Kopp

MFP is a major Irish supplier of pipe solutions which previously belonged to the Irish Grafton Group plc. In 2024, MFP generated sales of around EUR 25 million with drainage, gutter and cable protection systems. In future, their production will be bundled at the Wienerberger site in Cork to ensure greater efficiency and sustainability and to achieve attractive synergy effects. With this transaction, Wienerberger AG, which is listed on the Vienna Stock Exchange, is further pursuing its growth strategy and recognising the significant growth potential in the construction sector in Ireland.

ADVANT regularly advises Wienerberger AG, for instance on its largest acquisition in the company's history, the purchase of key business areas of the French Terreal Group last year.

Advisor to Wienerberger AG:
ADVANT Beiten: Uwe Wellmann (Berlin), Christoph Heinrich (Munich, both Antitrust Law).
William Fry (Ireland) – Irish Antitrust Law
Eversheds Sutherland (Ireland) – Corporate/M&A

Public Relations
Frauke Reuther
Communications Manager
ADVANT Beiten
+49 (69) 75 60 95 - 570
frauke.reuther@advant-beiten.com

The European Court of Justice (CJEU) ruling of September 10, 2024, marks a milestone in antitrust law: By upholding the €2.42 billion fine against Google for abusing its dominant market position through self-preferencing, the court establishes this practice as a form of abuse under Article 102 TFEU. This decision sets important precedents for future competition cases and strengthens the enforcement of the Digital Markets Act (DMA).

Our brochure provides a concise Q&A overview of the key questions and implications of this historic judgment. Download now to learn more!

While these Q&A answer many typical questions that businesses may have, they naturally cannot be exhaustive. You are invited to contact our experts at any time should you have any additional or clarifying questions. Our experts serve as trusted competition counsel to major industry players in many key sectors, and represent clients before the European Commission and national competition authorities. In the past year alone, we have successfully advised on numerous complex deals, and obtained unconditional clearances in the vast majority of cases. In doing so, we have often worked in close cooperation with our M&A team and have provided comprehensive regulatory advice, including on foreign direct investment control and foreign subsidies regulation. 

We advise clients on all aspects of merger control law – both at Europe-wide level and within national jurisdictions – to enable them to achieve their business goals while limiting exposure to merger control risks. We analyze filing requirements, conduct feasibility studies, conceive filing strategies and analyze risks for transactions falling in the new category of transactions below controlling thresholds. We then represent clients in merger control proceedings in the EU, France, Germany and Italy, and coordinate their foreign merger control filings. If unavoidable, we support our clients when negotiating remedies and when appealing adverse decisions. Finally, we regularly help third parties in dealing with information requests and intervening against their competitors’ acquisitions.

Amphenol is one of the world’s largest designers, manufacturers and marketers of connectors and interconnect systems, antennas solutions, sensors and high-speed cable.

Luetze International Group is active worldwide and consists of various companies in a holding structure. The group of companies has a tradition of over 60 years in automation and is one of the leading companies in the industry today. Luetze Group offers innovative solutions in the areas of highly flexible cables, cable assemblies, interfaces, power supply and monitoring as well as control cabinet wiring.

Luetze Group's range of services complements Amphenol's portfolio in various segments of the fast-growing electronics market and underlines Amphenol's future-oriented, cross-border positioning.

In this transaction, ADVANT partner firm ADVANT Altana advised on French law, Fox Williams advised on UK law, Havel & Partners advised on Czech law, Kellerhals Carrard advised on Swiss law and E+H advised on Austrian law.

ADVANT regularly advises Amphenol on European M&A projects, most recently ADVANT Altana and ADVANT Beiten jointly advised Amphenol on the acquisition of the CMR Group based in France.

Advisor Amphenol Corporation: ADVANT Beiten: Dr Christian von Wistinghausen, Tassilo Klesen (both lead partners in charge), Olga Prokopyeva (all Corporate/M&A, Berlin), Susanne Rademacher, Lelu Li, Kelly Tang, Dr Jenna Wang-Metzner (all Corporate/M&A, Beijing), Michael Riedel (Labour & Employment, Berlin), Carsten Pütger, Danah El-Ismail (both Real Estate, Berlin), Mathias Zimmer-Goertz, Christian Döpke (both IP/IT/Media, Dusseldorf), Uwe Wellmann (Antitrust Law, Berlin), Christoph Heinrich (Antitrust Law, Munich), Dr Marion Frotscher and Simon Bauer (both Tax, Hamburg). ADVANT Altana: Jean-Nicolas Soret, Fabien Pouchot, Eléonore Vucher-Bondet and Théodore Sabot (all Corporate/M&A, Paris).

Advisor Sellers of Luetze Group: Heuking Kühn Lüer Wojtek: Dr. Rainer Herschlein, LL.M., Dr. Emanuel Teichmann (both Corporate/M&A, Stuttgart), Dr. Stefan Bretthauer, Jia-Xi Liu (both Antitrust Law, Hamburg).

Public Relations
Frauke Reuther
Manager Kommunikation
ADVANT Beiten
+49 (69) 75 60 95 - 570
frauke.reuther@advant-beiten.com

Commission President

Ursula von der Leyen was re-elected Commission President with 401 votes, more than expected given the result of the elections to the European Parliament in June which changed the composition of the Parliament in many respects.

The newly elected members of the European Parliament met for the first time this week in Strasbourg and among their first tasks was the election of the Commission President. The European Council had already met before and designated the Estonian Prime Minister Kaja Kallas to become the next High Representative for Foreign Affairs and Security Policy and the elected former Portuguese head of government Antonio Costa as President of the European Council.

European Parliament

The European Parliament kicked things off with the election of its own president. With a large majority (562 out of 623 valid votes), MEPs elected the Christian Democrat Roberta Metsola from Malta. The 45-year-old has held the highest office in the EU in terms of protocol since 2022 and has herself been a member of the European Parliament since 2013. The President of the European Parliament presides over all activities of the plenary, gives the floor to speakers, represents the Parliament externally and signs laws. Metsola wants to campaign for a "strong Parliament" and eliminate the "imbalances between the institutions". Metsola is considered a great supporter of Ukraine and during her first term of office, campaigned for a fair distribution of migrants within the EU, which led to the adoption of the Asylum and Migration Pact in 2024.

The European Parliament moreover elected its 14 Vice-Presidents which together with its president drafts Parliament's budget and sets the agenda. Of the 14 positions, six went to the Social Democrats, three to the EPP, two to the ECR and one each to the liberal Renew Group, the Greens and the Left. The more "right-wing" parties, which had hoped for more seats on the Bureau, were disappointed with the outcome.

Future European Commission

On 18 July the eagerly awaited election of the Commission President took place. The European Council nominates the Commission President by qualified majority, whereby, according to the EU Treaty, this must take into account the result of the European elections. In the 2014 European elections, the "Spitzenkandidat principle" was informally agreed between the European parties for the first time, which states that the European Council may only nominate the candidate whose party achieved the best result in the European elections. At that time, the principle was not followed and Ursula von der Leyen was instead elected. She was up for re-election this time.

Not only did Ursula von Leyen have to face the new majority situation in Parliament, but a court ruling on 17 July 2024 also challenged the Commission's decision not to disclose detailed information about the purchase of coronavirus vaccines. The German left-wing lead candidate Fabio di Masi then demanded that Ursula von der Leyen renounce her candidacy. Nevertheless, Ursula von der Leyen was the clear winner in the end. She received 401 votes out of a possible 719. This meant that she not only achieved a better result than in 2019, but also surprised many critics with a clear victory in the first round of voting. In her speech before the election, she pugnaciously emphasized that she wanted to stand by the Ukraine for "as long as necessary" and that her goal is "to build a real European defence". To the surprise of many observers, von der Leyen also spoke out in favour of the approval of e-fuels within the EU for the first time. In her opinion, the political guidelines of the transport regulation should be re-examined. In doing so, she gave way to the conservative parties, who have been calling for this technology for some time now. EPP leader Weber briefly commented on this with the words: "This is the end of the ban on combustion engines after 2035".

As part of her organizational powers, the Commission President directs the work of the Commission and convenes the meetings of the College of Commissioners. The President decides on the areas of responsibility of the Commissioners, which she can also reassign during her term of office. Certain restrictions apply to the High Representative of the Union for Foreign Affairs and Security Policy.

The other members of the European Commission will be selected within the next weeks by its President and needs to be confirmed by the Parliament and accepted by the 27 Member States. The Commission President’s discretion in the selection of the Commissioners and their portfolios is somehow limited by the influence of the Member States. The number of Commissioners is generally set at one Commissioner per country. The High Representative for Foreign Affairs and Security Policy is nominated by the European Council, while the other Commissioners are proposed by the national governments of the Member States and nominated by the Council of the European Union by qualified majority. Although the President of the Commission can object to the appointment of a Commissioner, the proposals of the governments are normally discussed beforehand with the country concerned. The Commissioners usually come from the parties that form the governments in their respective countries. The European Parliament questions the candidates individually and issues an opinion in which it can approve or reject the Commission as a whole. After approval by the Parliament, the Commission is appointed by the European Council by qualified majority.

The next few days will show how the positions within the Commission will be distributed. As mentioned, the Estonian Prime Minister Kaia Kallas, who was nominated by the European Council on 28 June 2024, is set to become the EU's foreign policy chief. She is a member of the liberal ReNew Europe group and represents a tough foreign policy stance towards Russia. Virginijus Sinkevicius (Greens/EFA), Janusz Wojciechowski (ERK) and Adina Valean (EPP) will definitely no longer be part of the Commission, as they are all leaving their positions for various reasons. In the course of the new composition of the Parliament, the areas of agriculture, transport and the environment in particular will receive new Commissioners.

Another top EU position was already awarded to the former Portuguese head of government and Social Democrat Antonio Costa. His term of office is two and a half years, but it is customary for a second term to follow.

The defining issues of the next legislative period will be migration, European defense, Ukraine and the Green Deal. The progressive Green Deal program in particular will face major challenges due to the Greens' loss of votes and the strengthening of right-wing parties. It remains to be seen how the future Commission will react to this.

Prof Dr Rainer Bierwagen
Dr Dietmar Reich
Christian Hipp
Gábor Bàthory

Therefore, the European Commission's first overhaul of its Notice on the definition of the relevant market in over twenty-five years had been eagerly awaited among competition law practitioners and beyond. The Commission finally published it on 22 February 2024. In the following, we present both the Commission's revised Notice and its very first applications by the French Competition Authority, the European Court of Justice and the Commission itself.

The Bible of Market Definition

While the revised Market Definition Notice may convey the impression of being a modest administrative document by the European Commission, it is in fact the bible of market definition across Europe. The original Notice had been a point of reference for authorities and courts both at the EU and at the national level since its publication in 1997. The revised Notice is the result of a close cooperation between the Commission and national competition authorities in the EU, and reflects input received from further stakeholders.

Evolution, not Revolution

It is therefore no surprise that the French Competition Authority used the revised Market Definition Notice less than three months after its publication when issuing a cartel fine decision against eleven companies on 21 May 2024. Regarding the pre-cast concrete products at stake, the Authority recalls that the relevant product market comprises all those products that customers regard as interchangeable or substitutable, and that the relevant geographic market comprises the geographic area in which, inter alia, the conditions of competition are sufficiently homogeneous. These basic principles remain largely unchanged in the revised Notice compared to the previous Notice.

Price Isn't Everything

However, there are also significant changes compared to the previous version. Such a change is the recognition by the Commission of “extra-economic" competition parameters when defining the relevant product market. This is a real innovation as compared to the previous Notice which focused on price to define the market. Under the revised Market Definition Notice, the Commission considers non-price parameters such as the degree of innovation of the product, its quality, the image it conveys or even its sustainability are relevant parameters to define the market. Far from simply clarifying the concepts covered by the previous Notice, the revised Notice also provides additional guidance relating to specific types of markets:

New Tools for New Markets: Pipeline Products

The Commission notes that innovation and related R&D investment have become a key parameter in many sectors, such as high-tech and pharmaceuticals. To capture new product markets ahead of the marketing stage, the Commission now reserves the right to include “pipeline products” in its competition assessment among a new product market or a pre-existing one. This perception has major consequences, particularly for merger control, where merging companies will have to increasingly consider ongoing development projects as potential substitutes of existing products.

New Tools for New Markets: Multi-Sided Platforms

The revised Market Definition Notice also addresses multi-sided platforms (such as online marketplaces and social media), where demand from one group of users can affect demand from one or more other groups (buyers, advertisers, for example), so-called “indirect network effects”. The revised Notice provides new guidance by explicitly stating that multi-sided markets can be defined either as a whole, thus encompassing the different groups of users concerned, or as separate markets, depending on the facts of the case.
These principles of the revised Notice were used by Advocate General Collins in its opinion of 6 June 2024 when defining the market on which Booking.com is active. In his opinion, he views Booking.com as a provider of online intermediation services to hotels, thereby assuming separate markets for the two sides of the market.

New Tools for New Markets: Ecosystems

The Commission also recognizes the specificities of after-markets, bundles and digital ecosystems, where the consumption of a primary product leads to the consumption of a secondary product. According to the revised Market Definition Notice, it is appropriate to define these markets either as a single market encompassing primary and secondary products, or as separate markets (multiple markets or dual markets).

The Commission applied these rules when authorizing the establishment of a joint venture for smart farming products on 25 March 2024. The Commission's investigation revealed significant substitutability between the individual products (displays, receivers etc.) on the one hand and guidance systems on the other hand. Namely, the individual components can be easily assembled to create a combined system, and several integrators are actively engaged in such bundling. The Commission hence assumed a single system market.

New Market Share Metrics

Another key contribution of the revised Market Definition Notice is the possibility explicitly offered by the European Commission to calculate companies' market shares based on metrics other than their sales revenues or sales volumes. From now on, the Commission may also use benchmarks such as the number of suppliers, the number of visits/views/downloads or even R&D expenditures to measure companies' market shares. This additional flexibility is particularly relevant for the digital sector, the pharma sector and nascent markets in general.

Conclusion

The revised Notice embraces the societal transformations induced by digitization and the increasing importance of sustainability factors. Furthermore, we can only welcome with satisfaction the Commission's advice on delineating the relevant market in settings such as two-sided markets or product bundles. The first use cases of the revised Notice already show that its innovations are very relevant for the decision-making practice of competition authorities.

However, one point raises concerns for legal certainty: The Commission emphasizes in its revised Notice that it will not be bound by its precedents. This statement raises fears that the Commission may overrule previous market definitions depending on alleged market developments or on the specific competition parameter concerned. As a result, the additional legal certainty that should be provided by a definition of relevant markets becomes dangerously fragile.

Still, the revised Market Definition Notice promises to be a milestone in the evolution of EU competition law over the coming years. It therefore deserves to be reviewed carefully.

Christoph Heinrich
Lucie Giret (ADVANT Altana)
Francesco Mazzocchi (ADVANT Nctm)

CAS, based in Aosta (Italy), is a 70% subsidiary of Walsin Lihwa Corporation (Walsin) from Taiwan. The strategic acquisition strengthens CAS' position in Europe as a single-source provider of stainless steel and nickel alloy solutions and reinforces Walsin's strategy to expand into high-value, fast-growing market segments. The transaction is subject to the approval of the relevant regulatory authorities.

The ADVANT law firms advised Cogne Acciai Speciali under the leadership of Italian partner Vittorio Noseda comprehensively across multiple jurisdictions and locations. ADVANT Beiten, led by partners Dr Christian von Wistinghausen, Dr Marion Frotscher and Tassilo Klesen, advised on all matters of German law.

CAS is an international group of companies and has production facilities on three continents as well as sales offices in all economically important regions of the world. CAS processes austenites, martensites, ferrites, duplex and duplex materials through to nickel-based alloys for the automotive industry, the energy industry, in particular the oil and gas industry, medical technology, the food industry, chemical and plant engineering and general mechanical engi-neering.

MST joined Salzgitter AG in 2000 together with Mannesmannröhren-Werke. The MST company and its subsidiaries have around 1,000 employees world-wide, 260 of whom work at the two German sites in Remscheid and Mülheim in North Rhine-Westphalia. There are further sites in France, Italy and the USA. MST supplies leading global companies in the energy, aerospace, chemical, petrochemical and other markets that require pipe solutions that can withstand extreme pressure and temperature conditions.

CAS offers MST and the employees in the new organisation an outstanding entrepreneurial future. MST will benefit directly from the material supplies from CAS and will therefore be even better equipped to face the competition. At the same time, CAS will be able to utilize its melting capacities and expand its product portfolio along the value chain. The inclusion of MST in the Walsin/CAS family completes the strategy of forming a vertically integrated steel company.

The CAS parent company Walsin was founded in 1966 and has been listed on the Taiwan Stock Exchange since 1972. Walsin is an industrial conglomerate operating in the wire and cable, stainless steel and renewable energy sectors. With more than 40 production and sales locations in China, Europe, Southeast Asia and the USA, Walsin products are used in the aerospace, oil and gas, new energy, automotive, industrial and consumer goods industries. Walsin's headquarters are located in Taipei, Taiwan.

Advisor Cogne Acciai Speciali:
 

ADVANT Nctm: Vittorio Noseda (lead partner in charge), Lucilla Casati, Martina da Re (all Corporate/M&A), Francesco Mazzocchi (Antitrust department).

ADVANT Beiten: Dr Christian von Wistinghausen, Tassilo Klesen (both lead partners in charge), Christian Burmeister, Lelu Li, Olga Prokopyeva, Dr Eva Kreibohm, Damien Heinrich (all Corporate/M&A), Danah El-Ismail (Real Estate), Dr Marion Frotscher, Simon Bauer (both Tax), Christian Frederik Döpke, Mathias Zimmer-Goertz (both IP/IT/Media), Michael Riedel (Labour Law), Katrin Lüdtke (Public Law).

ADVANT Altana: Bruno Nogueiro (lead partner in charge), Arthur Boutemy, Théodore Sabot (all Corporate/M&A).

Public Relations ADVANT Beiten
 

Frauke Reuther
 

Manager Kommunikation
 

ADVANT Beiten
 

+49 (69) 75 60 95 - 570
 

frauke.reuther@advant-beiten.com