[author: Louis Delvaux]
On 2 July 2025, the Court of Justice of the European Union (General Court) clarified that simply "informing" the authorities of a proposed concentration isn’t enough to kick off the 15-working-days time limit under which a national competition agency ("NCA") can request a referral to the Commission under Article 22 of the EU Merger Regulation ("EUMR"). The provision requires an “active transmission of relevant and sufficient information to the competent authority of the Member State concerned, which enables those authorities to assess whether the concentration affects trade between Member States and threatens to significantly affect competition within the territory of the Member State making the request” (Brasserie Nationale and Munhowen SA v. Commission, Case T‑289/24).
Three important implications:
1. Once the authorities have been "informed" of the existence of a deal, they do not have to go on "fishing expeditions" to gather the relevant information.
2. The parties to a transaction who want certainty on whether their deal will be referred have an obligation of "active transmission" of the information. This has a direct impact on the review timeline of a deal, as the waiting period for the referral under Article 22 does not start until they have "made the transaction known" to the authorities (i.e., the more you delay, the longer it takes for the deal to reach Brussels).
3. The European Commission currently relies on EU Member States' Call-In Powers to review potential “Killer acquisitions”. Once a Member State has established jurisdiction over a below threshold deal, it can decide to refer the transaction to the Commission using Article 22 EUMR. Although today's judgment does not settle whether that procedural framework is valid, it still clarifies the starting point of the 15-working-days time limit for referral.
