Below-Threshold Mergers in France: Where Do We Stand After the Doctolib Decision and the Increase of Filing Thresholds?

Why It Matters

The FCA’s expanded toolkit creates legal uncertainty and real financial risk for many M&A deals, forcing firms across all sectors to rethink French transaction strategies.

Key Takeaways

• FCA fined Doctolib $54,000 for abusing dominance in sub‑threshold deal
• New thresholds: €250 M worldwide, €80 M domestic (~$270 M, $86 M)
• FCA may impose fines, divestiture orders, even without formal notification
• Early informal engagement and clean‑team protocols now essential risk mitigations

Pulse Analysis

The European Court of Justice’s Towercast judgment opened the door for national competition authorities to scrutinise mergers that fall below statutory thresholds. By classifying such deals as restrictive agreements under Article 101 or as abuse of dominance under Article 102, the ruling gave the French Competition Authority a legal basis to act ex post. The Doctolib decision, issued in 2025, was the first French case to apply this reasoning, signalling that dominance‑based abuse can be proven even when the transaction size would normally escape merger control.

France’s May 2026 amendment to the merger‑notification thresholds – raising the worldwide turnover bar from €150 million to €250 million and the domestic bar from €50 million to €80 million – reflects a policy shift toward concentrating resources on high‑risk deals. While the higher limits reduce the number of mandatory filings, they do not shield companies from the FCA’s behavioural enforcement toolkit. The authority has already demonstrated willingness to target sectors beyond tech and pharma, as seen in the meat‑cutting investigation, meaning any transaction involving close competitors can attract scrutiny. Potential fines, divestiture orders, or even “egg‑scrambling” injunctions now loom over deals that were previously considered low‑risk.

In practice, firms should treat every sub‑threshold merger as if it were notifiable. This means commissioning early antitrust assessments, instituting clean‑team arrangements, and providing staff with clear document‑creation guidance to avoid inadvertent evidence of anti‑competitive intent. Voluntary informal consultations with the FCA can surface red flags before a deal closes, while contractual safeguards can embed exit clauses if enforcement risk materialises. Although a formal call‑in mechanism is still pending, the current environment demands proactive risk‑management to avoid costly post‑closing challenges.