EU:n sulautuma-asetus ja one-stop-shop -periaate/EN

Suomeksi

The EU Merger Regulation (Council Regulation (EC) No 139/2004) creates a unified system for the centralised control, by the European Commission, of mergers with a so-called Community dimension, in place of national competition authorities.

Avainkohdat

• Mistä on kyse: Mergers of sufficient size involving more than one member state fall within the exclusive competence of the European Commission, rather than national competition authorities.
• Miksi sillä on kaupallista merkitystä: The one-stop-shop principle saves the parties from parallel notifications in several member states, but because the thresholds are sharp, the structure of the transaction can determine which procedure applies.
• Mikä menee useimmin pieleen: The CJEU's Illumina/Grail ruling (2024) significantly narrowed the Commission's ability to take up below-threshold deals at a member state's request — the earlier, broader practice no longer applies.

Community-dimension thresholds

A merger has a Community dimension when (Regulation (EC) No 139/2004, Article 1):

• the combined aggregate worldwide turnover of the parties exceeds EUR 5,000 million; and
• the aggregate Community-wide turnover of each of at least two of the parties exceeds EUR 250 million,

unless each of the parties achieves more than two-thirds of its aggregate Community-wide turnover within one and the same member state.

If these primary thresholds are not met, a merger nonetheless has a Community dimension under the alternative, lower thresholds in Article 1(3), where all of the following are satisfied:

• the combined aggregate worldwide turnover of the parties exceeds EUR 2,500 million;
• in each of at least three member states, the combined aggregate turnover of the parties exceeds EUR 100 million;
• in each of at least three of those same member states, the aggregate turnover of each of at least two of the parties exceeds EUR 25 million; and
• the aggregate Community-wide turnover of each of at least two of the parties exceeds EUR 100 million,

unless, again, each of the parties achieves more than two-thirds of its aggregate Community-wide turnover within one and the same member state. The basis for calculating turnover (including the attribution of turnover of group companies) is set out in more detail in the Commission's Consolidated Jurisdictional Notice.

The one-stop-shop principle

Under Article 21 of the Merger Regulation, the regulation applies exclusively to mergers with a Community dimension, and member states may not apply their national competition law to them. In practice, this one-stop-shop principle means that the parties make a single notification to the European Commission instead of several national notifications, once the thresholds are exceeded.

Review timeline

The Commission's first review phase (Phase I) in principle lasts 25 working days from receipt of the notification, extended to 35 working days if a member state requests referral of the matter back to national review under Article 9(2), or if the parties offer commitments under Article 6(2). Phase I ends either in a decision that the merger does not fall within the scope of the regulation, clearance without serious doubts as to a restriction of competition, or — if the merger raises serious doubts as to its compatibility with the internal market — a decision to open an in-depth investigation (Phase II). The Phase II deadline is in principle 90 working days from the opening of the investigation; it extends to 105 working days if the parties offer commitments later than 55 working days after the investigation opens, and the deadline may additionally be extended by up to a total of 20 working days at the parties' request or by joint agreement between the Commission and the parties. Phase II ends with a Commission decision either clearing the merger unconditionally, clearing it on the basis of commitments (conditions and obligations) offered by the parties, or prohibiting it as incompatible with the internal market.

Referral mechanisms (below-threshold deals)

The Merger Regulation contains mechanisms for referring a deal between the Commission and a national authority:

• Article 4(4) — before formal notification, the parties may, by a reasoned submission, request that a Community-dimension merger be referred, wholly or in part, to a member state for review, if the merger may significantly affect competition in a distinct market within that member state; the member state concerned has 15 working days to oppose the request, after which the Commission decides on the referral within 25 working days.
• Article 9 — within 15 working days of receiving a copy of the notification, a member state may request that an already-notified merger be referred to it for review, if the merger threatens to significantly affect competition in a distinct market within that member state.
• Article 22 (the so-called Dutch clause) — one or more member states may request that the Commission examine a below-threshold merger, if it affects trade between member states and threatens to significantly affect competition within the territory of the requesting member state; the request must be made no later than 15 working days after the merger was notified or, if no notification is required, otherwise made known.

Epäselvä oikeustila

In its judgment of 3 September 2024 in Joined Cases C-611/22 P and C-625/22 P (Illumina v Commission and Grail v Commission) the Court of Justice of the European Union limited the Commission's earlier, broad interpretation adopted in 2021 of Article 22: a member state that does not itself have jurisdiction over the merger under its own national law can no longer ask the Commission to take up a below-threshold deal. The ruling weakens the Commission's ability to intervene at EU level in so-called "killer acquisitions," and responsibility for policing such deals is shifting increasingly to member states' own, potentially expanding national rules.

See also

• The EU Foreign Subsidies Regulation (FSR)
• Fundamentals of Merger Control and the Notification Obligation
• Competition Law Assessment of Mergers and Remedies
• Cross-Border Competition Law Mandates and ECN Cooperation

Sources

Lainsäädäntö ja lähteet tarkistettu 6.9.2026.