The European Commission seeks views on integrating sustainability considerations in merger reviews

On 8 May 2025, the European Commission (EC) launched a public consultation to inform its review of the 2004 horizontal and 2008 non-horizontal merger guidelines (the Merger Guidelines). The EC recognises that there have been “several transformational changes in the economy, ranging from digitalisation and globalisation to decarbonisation, which can impact competitive dynamics in many markets”. The current review of these guidelines will therefore serve to update the assessment framework for mergers in light of these changes and new market realities.

In February 2025, the EC had signalled - in its Clean Industrial Deal - that it would revise these guidelines, amongst other things, to “better integrate into the competition analysis” factors such as the impact of mergers on the affordability of sustainable products and on clean innovation. It is therefore no surprise that one of the seven focus papers that the EC published at the same time as announcing its consultation covers “sustainability & clean technologies” (the Sustainability Paper). The paper explains that “while merger control primarily aims at preserving competition, the growing interplay between competition, innovation and sustainability considerations across industries and the benefits they could unlock for businesses and citizens should trigger a reflection on merger control’s contribution to European sustainability objectives.” 

The Sustainability Paper then summarises the different ways in which sustainability considerations have played a role in recent merger reviews of the EC, including as a non-price parameter of competition and as part of the theories of harm related to the loss of ‘clean’ R&D and ‘green innovation competition. The paper further notes that sustainability may also be relevant in the assessment of whether the potential anticompetitive harm of a merger may be offset by efficiencies resulting from it but admits that there have been no cases where the EC has accepted such ’green efficiencies'. Under the current Merger Guidelines positive effects resulting from a merger may compensate the anticompetitive harm if they benefit consumers, are merger-specific, and are verifiable. The Merger Guidelines also stipulate that efficiencies should in principle occur within the markets where competition concerns are found. It will be interesting to see whether the revised Merger Guidelines will adopt a more permissive approach and adopt the concept of “collective benefits” - which accrue to a wider section of society than the consumers in the relevant market - when evaluating green efficiencies. 

The paper concludes with a list of specific questions on which the EC welcomes input and, perhaps unsurprisingly, the questions suggest that the EC is particularly interested in views on: 

• the methodology and parameters to be included in the competitive assessment to take due account of sustainability considerations, and 
• the quantification and verification of ‘green’ incentives and efficiencies.

Stakeholders can respond to the EC's consultation until 3 September 2025. At a later stage, the EC will also organise a stakeholders’ workshop and it will publish a draft of the revised Merger Guidelines on its website for comments. The EC plans to adopt the revised merger guidelines in the fourth quarter of 2027. So plenty of time and opportunity to put forward your views!