Leaked draft guidelines on EU merger policy, obtained by multiple outlets this week, reveal a substantive shift in how Brussels intends to assess corporate tie-ups: consumer harm is no longer the only thing that counts. Innovation, investment, and economic resilience now belong in the equation too.
A 97-page draft of the European Commission’s new merger guidelines leaked this week, revealing the most significant shift in EU merger policy in two decades. The document, a preliminary draft dated 23 March 2026, will supersede guidelines from 2004 and 2008 that have governed how Brussels assesses corporate tie-ups.
The update is overdue. The old framework was designed for a different world. Since 2004, digital platforms have reshaped markets, supply chains have proved fragile, and Chinese state-backed companies have scaled aggressively. The guidelines are also grounded in evolving case law from the Union Courts, including recent rulings that have refined how the Commission must weigh evidence and define the competitive counterfactual.
What does the new language say?
The core change is an expansion of what counts as pro-competitive. Where the previous framework focused heavily on short-term price effects – assessing mergers over a three-year consumer price window – the draft explicitly asks assessors to give “adequate weight to scale, innovation, investment and resilience as pro-competitive factors.” Mergers should be assessed for their effect on “future innovation potential,” it reads, and analysis should “consider dynamic aspects and long-term impact where appropriate.”
Companies seeking approval for deals that raise competition concerns will now be asked to present a “theory of benefit”—a formal argument that consolidation serves the broader economy. The draft acknowledges that scale-enhancing mergers can strengthen supply chains, reduce dependencies on foreign suppliers, and accelerate industrial capabilities in critical sectors. Transactions that combine complementary capabilities across member states, without generating significant market overlaps, are viewed positively.
Competition chief Teresa Ribera has been careful to manage expectations. The guidelines are not a blank cheque, she has said. Over 95% of mergers already clear without issue. The new framework changes the margin, not the rule.
Why does this matter?
The Alstom-Siemens case between two train makers haunts this debate. In February 2019, the Commission blocked the merger of Siemens Mobility and Alstom on competition grounds, preventing the creation of what would have been a European rail champion. France and Germany accused the Commission of playing against European interests by blocking a company capable of competing with state-subsidised Chinese rivals. The political backlash never fully subsided.
The case is instructive, yet also often misread. Chinese rail firms dominate not because European mergers were blocked, but because Beijing is extraordinarily effective at directing subsidies, enabling firms to scale and produce quality products at low cost. A merged Alstom-Siemens would not have solved that.
What would actually help?
The real constraints on European competitiveness are not merger rules. Capital markets in Europe remain fragmented; a European startup or mid-size firm faces a patchwork of national regulators, tax regimes, and investment frameworks that its American peer does not. Rules on state aid, procurement, and product standards are layered and often inconsistent. Updating the guidelines is a sensible step. But treating merger policy as the main lever for European competitiveness sets it up to do work it was never designed to do.
