EU Merger Guidelines revision 2025
In May 2025, the European Commission formally launched the long-anticipated review of its Horizontal and Non-Horizontal Merger Guidelines. These documents, which have guided EU merger control since 2004 and 2008 respectively, are being re-evaluated in response to profound shifts in market structure, technology, and geopolitics.
The aim? To provide a modern, predictable, and innovation-sensitive framework for merger assessments in today’s rapidly evolving economy.
Given Bulgaria’s closely aligned competition regime and the role of the Commission on Protection of Competition (CPC) in applying EU-inspired principles, these developments will undoubtedly influence Bulgarian legal practice and regulatory expectations.
Why the Revision – and Why Now?
The Commission’s “Call for Evidence” (Ref. Ares(2025)3736625) outlines key drivers behind the revision:
- Digitalisation and dynamic markets: Mergers in tech sectors require forward-looking analysis beyond price.
- Sustainability: Green transitions must be supported, not hindered, by competition rules.
- Geopolitical resilience: Consolidation in strategic sectors like energy and defense is being reassessed.
- Legal predictability: Clearer rules reduce administrative burdens for cross-border M&A.
The Commission will conduct a 16-week consultation (Q2 2025) and may ultimately adopt a single, modernized Merger Guidelines document by 2027.
Bulgaria’s CPC Guidelines: Aligned, but Static
Bulgaria’s competition regime is structurally aligned with EU law. The CPC applies the significant impediment to effective competition (SIEC) test, and its December 2024 Merger Guidelines reflect EU principles such as market definition, market power, and coordinated/unilateral effects.
However:
- The CPC’s Guidelines are more procedural and formalistic than substantive.
- They do not yet address innovation theories of harm, ecosystem effects, or green efficiencies in a structured way.
- The CPC follows EU developments closely, but there’s a time lag in formal transposition.
This means Bulgarian merger assessments may initially lack some of the nuance that the revised EU Guidelines are expected to offer.
Economic Analysis in Merger Control: A Strategic Tool, Now More Central Than Ever
Economic analysis has long played a critical role in merger assessments, enabling competition authorities to evaluate potential effects on prices, innovation, and consumer welfare. In the context of Bulgaria, economic tools are routinely applied to assess market shares, barriers to entry, and efficiency claims under the national merger control framework.
What is evolving now is the greater strategic focus on innovation, investment intensity, and sustainability. With the upcoming revision of the EU Merger Guidelines, these forward-looking elements are expected to be more explicitly integrated into the assessment framework. For businesses operating in fast-growing or innovation-driven sectors, this shift underscores the need to prepare solid, evidence-based arguments on dynamic competition effects — including how a proposed merger may enhance R&D, green innovation, or strategic autonomy.
For Bulgarian practitioners, this trend also offers an opportunity: aligning local filings with the economic reasoning increasingly endorsed at EU level can strengthen the predictability and acceptability of mergers before the CPC.
What Bulgarian Businesses and Advisors Should Expect
✅ 1. Greater Emphasis on Innovation and Future Competition
Companies in sectors such as technology, healthcare, and energy should prepare to explain how a merger affects not just today’s market shares, but tomorrow’s competitive dynamics.
✅ 2. More Transparent Assessment Criteria
The revised EU Guidelines aim to reduce legal uncertainty by outlining when and how certain efficiencies, innovation effects, or public interest factors will be considered.
✅ 3. Implicit Pressure on CPC to Update
Even if the CPC doesn’t formally revise its Guidelines in parallel, Bulgarian merger decisions will increasingly cite and rely on the Commission’s modernized framework to maintain harmonization.
Final Thoughts: A Modern Framework for a Modern Economy
The 2025 review of the EU Merger Guidelines represents a pivotal moment for both EU and national competition policy. As the regulatory lens widens to include long-term innovation, environmental outcomes, and strategic resilience, legal and economic analysis will need to evolve accordingly.
For Bulgaria, the revision signals not disruption but refinement — an opportunity to better align legal practice with market realities. For advisors, staying ahead of this shift will be essential in ensuring successful, compliant M&A strategies.
Gabriela Ivanova is a Bulgarian attorney focused on competition and EU law. She has worked on legal teams advising significant mergers in Bulgaria and holds a Master’s degree in Finance as well as a Postgraduate Diploma in Economics for Competition Law from King’s College London. Her practice bridges legal expertise and market insight to help clients navigate complex regulatory landscapes.
