Belgium – Belgian Competition Authority President Again Advocates for “Call-in” Merger Control Powers
- 18/04/2025
- News
Axel Desmedt, the President of the Belgian Competition Authority (BCA), yesterday repeated his call of last year for his institution to be given “call-in” merger control powers (see, attached note posted on LinkedIn and VBB Belgian Antitrust Watch. News and Insights of 25 October 2024). Mr. Desmedt is joining a growing chorus of competition authorities worldwide expressing the concern that specific transactions not caught by the regular merger control rules have to be reviewed because of the threat which they may pose to competition in particular markets. In Europe, this trend was prompted by the judgment which the Court of Justice of the European Union (CJEU) delivered on 3 September 2024 in Illumina Grail. In that case, the CJEU held that Article 22 of the EU Merger Control Regulation does not offer the statutory basis for mergers over which Member States have no jurisdiction to be referred for review to the European Commission (the Commission). The call-in powers, which already exist in several Member States, would remedy what Mr. Desmedt considers an enforcement gap and enable the BCA to examine such mergers itself or ask the Commission to carry out such a review.
In his note Mr. Desmedt singles out the traditional forms of potentially problematic transactions, namely “roll-up” acquisitions and “killer” acquisitions. “Roll-up” acquisitions refer to a series of transactions involving small targets in a given, usually local, market to create a position of strength in a gradual and at first inconspicuous fashion. “Killer” acquisitions denote transactions that focus on innovative start-ups with little turnover but great potential (sometimes translating in a significant purchase price) that have to be “taken out” before they become a competitive threat to established market players. Mr. Desmedt points out that the recent trend, spearheaded by the BCA, to tackle such deals with the traditional but ill-suited enforcement tools which address restrictive agreements (such as Article 101 Treaty on the Functioning of the European Union (TFEU)) or abuses of a dominant position (such as Article 102, TFEU) is not desirable (see e.g., VBB Belgian Antitrust Watch. News and Insights of 24 March 2025).
Since the incoming federal government is already contemplating several changes to the competition rules (see, VBB Belgian Antitrust Watch. News and Insights of 27 February 2025), the BCA’s new “call-in” merger control powers are likely to become a reality soon.
