Merger control decides whether a deal must be cleared by competition authorities before it closes. Each regime has its own turnover, asset, market-share or deal-value tests, and several now catch acquisitions of targets with little local turnover but a high price. Most of the regimes covered here are suspensory, so closing before clearance can make the deal ineffective or attract fines of up to 10% of turnover. A multi-country deal needs a filing analysis for every country where either side has sales or assets, done before the timetable is fixed.
The EU one-stop shop and national regimes in Europe
The EU Merger Regulation gives the European Commission exclusive jurisdiction over concentrations with an EU dimension. The main test is combined worldwide turnover above EUR 5,000 million with at least two parties each above EUR 250 million in the EU; a second test catches smaller deals with significant turnover in at least three Member States. Neither applies where each party earns more than two-thirds of its EU turnover in the same Member State. A deal with an EU dimension cannot close before clearance; Phase I lasts 25 working days and Phase II 90 working days, with possible extensions.
Below the EU thresholds, national regimes apply. Germany requires notification where combined worldwide turnover exceeds EUR 500 million, one party has German turnover above EUR 50 million and another above EUR 17.5 million, and it has a separate transaction-value test for deals above EUR 400 million where the target has substantial domestic activity. A deal implemented in breach of the German standstill is legally ineffective. France raised its thresholds for deals notified from 1 September 2026 to EUR 250 million worldwide and EUR 80 million in France for at least two parties.12345678
United Kingdom and the United States: jurisdiction tests and fixed thresholds
The CMA has jurisdiction where the target has UK turnover above GBP 100 million, where the parties together supply 25% or more of goods or services of a description in the UK (with at least one party above GBP 10 million UK turnover), or under a hybrid test aimed at acquisitions of small targets by firms with a 33% share and UK turnover above GBP 350 million. There is a safe harbour where no party has UK turnover above GBP 10 million.
In the United States, the federal Hart-Scott-Rodino Act requires a pre-closing filing for 2026 where the transaction is valued above USD 133.9 million and, for deals up to USD 535.5 million, the parties meet size-of-person tests. Filing fees for 2026 run from USD 35,000 to USD 2,460,000 depending on deal size. Parties may not close until the waiting period ends, normally 30 days. HSR is federal; state attorneys general can also review deals, which this module does not cover.910111213141516
India, Saudi Arabia, the UAE and COMESA: deal-value and regional tests
India combines asset and turnover thresholds with a small-target exemption (Indian assets up to Rs 450 crore or Indian turnover up to Rs 1,250 crore) and, since 10 September 2024, a deal-value threshold: a transaction above Rs 2,000 crore is notifiable where the target has substantial business operations in India, which for non-digital businesses means Indian turnover or gross merchandise value of at least 10% of the global figure and above Rs 500 crore. The CCI must form a prima facie view within 30 days, deemed approval follows after 150 days, and failure to notify can be fined up to 1% of turnover, assets or deal value.
Saudi Arabia's General Authority for Competition requires notification where combined worldwide sales exceed SAR 200 million, the target's worldwide sales exceed SAR 40 million and combined Saudi sales exceed SAR 40 million; the filing must be made at least 90 days before completion and the fee is 0.02% of combined sales, capped at SAR 250,000. The UAE federal regime uses AED 300 million of sales in the relevant UAE market or a combined share above 40%. COMESA's 2025 Regulations, in force from 5 December 2025, raised the regional threshold to USD 60 million combined and added a USD 250 million transaction-value test for digital deals. Singapore's regime is voluntary but a merger that substantially lessens competition still infringes the law.1718192021222324252627282930
| Market | Main test | Figure | Suspensory | Source |
|---|---|---|---|---|
| EU (European Commission) | Worldwide and EU turnover | Over EUR 5,000m worldwide; at least two parties over EUR 250m in the EU (or second alternative) | Yes | European Commission, Mergers: Procedures |
| United Kingdom (CMA) | Target UK turnover; share of supply; hybrid | Target over GBP 100m; 25% share; 33% and GBP 350m | Not confirmed | Enterprise Act 2002 s23; CMA guidance |
| United States (FTC/DOJ, federal) | HSR size of transaction (2026) | Over USD 133.9m; size-of-person tests up to USD 535.5m | Yes, 30-day waiting period | FTC notice, Federal Register 2026 |
| India (CCI) | Assets/turnover or deal value | Deal value over Rs 2,000 crore with substantial Indian operations | Deemed approval after 150 days | Competition Act ss5, 6, 31 |
| Germany (Bundeskartellamt) | Turnover or transaction value | EUR 500m worldwide; EUR 50m and EUR 17.5m in Germany; or EUR 400m consideration | Yes | Bundeskartellamt; GWB |
| Saudi Arabia (GAC) | Worldwide and Saudi sales | SAR 200m combined; SAR 40m target; SAR 40m in Saudi Arabia | Yes, file 90 days before completion | GAC rules (secondary summary) |
| UAE (Ministry of Economy and Tourism, federal) | Sales in relevant UAE market or share | AED 300m or over 40% share | Yes, apply 90 days before completion | Federal Decree-Law 36 of 2023 |
| COMESA (regional) | Common Market turnover or assets | USD 60m combined; two parties USD 10m each; USD 250m digital deal value | Not confirmed | Law-firm summary of 2025 Regulations |
Decisions to make
- Does the deal meet the EU Merger Regulation thresholds, so that the Commission rather than individual EU states reviews it?12345An EU dimension replaces national filings in Germany, France and other Member States but brings a suspensory Phase I of 25 working days.
- Is the price high relative to the target's turnover?6192028Germany, India and COMESA (for digital deals) have transaction-value tests that catch low-turnover targets, and India's applies even where the small-target exemption would otherwise apply.
- Which filings are suspensory, and what is the longest likely review?316212224317Closing before clearance can make the deal ineffective in Germany and expose the parties to fines in Saudi Arabia, India and elsewhere; the longest review sets the long-stop date.
- Do the target or acquirer have sales in COMESA, the Gulf or other regional blocs?2729232526Regional regimes such as COMESA and national Gulf regimes can be triggered by modest local sales and carry their own fees.
- Is the deal below the UK thresholds, or inside the GBP 10 million safe harbour?9101112The UK tests are jurisdictional; a deal outside them cannot be reviewed by the CMA under the merger rules.
Documents usually needed
- Group turnover and asset figures by country for the last financial year, for both acquirer and target groups, calculated under each regime's rules
- Transaction value calculation including deferred and contingent consideration, for deal-value tests
- Market share estimates for overlapping and vertically related products in each country
- Transaction documents (signed agreement or term sheet) and group structure charts
- Filing forms and fee payment evidence for each authority
Common mistakes
- Calculating turnover only at company level instead of across the whole acquirer group
- Ignoring deal-value tests because the target has little local turnover
- Signing a timetable with a long-stop date shorter than the longest likely review
- Assuming a foreign-to-foreign deal cannot be caught where the target sells into the country
- Treating India's small-target exemption as available when the deal-value threshold is met
Questions businesses ask
If the EU Commission reviews the deal, do we still file in Germany or France?
Generally no: concentrations with an EU dimension are reviewed by the Commission instead of the national authorities. The German thresholds expressly yield to EU jurisdiction.15
Can a foreign deal need a Saudi filing even if the target has no Saudi company?
Yes. GAC looks at sales, so a target selling into Saudi Arabia can contribute to the SAR 40 million Saudi sales test, and foreign-to-foreign deals can be caught where the effect on a Saudi market is direct, substantial and reasonably foreseeable.23
What changed in COMESA in 2025?
New Regulations and Rules in force from 5 December 2025 raised the combined threshold to USD 60 million, added a USD 250 million transaction-value test for digital deals and set fees of 0.1% (0.05% for digital deals) capped at USD 300,000. These points come from a law-firm summary and should be confirmed.272829
What this guide does not yet confirm
These points need checking with a qualified local professional before you rely on them.
- Whether a UK merger filing is voluntary and the CMA's interim powers and timetable were not re-confirmed.
- EU fines for failure to notify or early implementation were not stated on the Commission page opened.
- COMESA points come from a law-firm summary; suspensory effect, filing deadline, review periods and penalties under the 2025 Regulations were not confirmed.
- The Saudi GAC thresholds, fee and penalties come from a secondary practice guide; the GAC's own guidelines could not yet be checked.
- India's asset and turnover thresholds are taken from a secondary summary; the deal-value and timing points are from CCI sources.
- US state-level merger review and the current inflation-adjusted HSR daily penalty were not researched.
Sources and review status
Each statement is numbered to the source it was checked against. We use official sources where we can, and each statement says whether it was checked against an official or a secondary source. Sources last checked on 19 October 2026. None of it has been professionally reviewed yet: it is research checked against official and secondary sources by WONE Global, not legal or tax advice.
A concentration has an EU dimension where the combined worldwide turnover of all undertakings concerned exceeds EUR 5,000 million and at least two of them each have EU-wide turnover above EUR 250 million. Council Regulation (EC) No 139/2004, Article 1(2). Not met if each undertaking achieves more than two-thirds of its EU-wide turnover in one and the same Member State.
A concentration also has an EU dimension where combined worldwide turnover exceeds EUR 2,500 million, combined turnover exceeds EUR 100 million in each of at least three Member States, at least two undertakings each have more than EUR 25 million in each of those three Member States, and at least two each have EU-wide turnover above EUR 100 million. Article 1(3) of Regulation 139/2004. The same two-thirds rule applies.
A concentration with an EU dimension may not be implemented before it is notified or until the European Commission has declared it compatible with the internal market. Standstill obligation under Regulation 139/2004. Fines for breach were not stated on the page opened.
The European Commission has 25 working days after notification for a Phase I review and, if it opens Phase II, 90 working days to reach a final decision, extendable by 15 or 20 working days. The Commission states that more than 90% of cases are resolved in Phase I. Remedies and procedural events can change the timetable.
A concentration must be notified to the Bundeskartellamt if, in the last business year, the parties' combined worldwide turnover exceeded EUR 500 million, one party had German turnover above EUR 50 million and another party had German turnover above EUR 17.5 million. All three conditions must be met. Concentrations with an EU dimension are reviewed by the European Commission instead.
Reused from de-transactions-001.
A transaction-value threshold also requires notification where combined worldwide turnover exceeds EUR 500 million, one party has German turnover above EUR 50 million, the consideration exceeds EUR 400 million and the target has substantial domestic activity, even though the target's German turnover does not exceed EUR 17.5 million. Aimed at acquisitions of targets with low turnover but high value (for example digital or pharmaceutical businesses).
Reused from de-transactions-002.
A notifiable merger may not be implemented before clearance or expiry of the review periods, and transactions that breach this prohibition are legally ineffective. Exceptions include land transactions entered in the land register and corporate measures entered in the commercial register, and cases later resolved under § 41(1) sentence 3 GWB.
Reused from de-transactions-005.
A merger must be notified to the Autorité de la concurrence when the parties' combined worldwide turnover exceeds EUR 250 million, at least two parties each have French turnover above EUR 80 million, and the deal does not fall under EU merger control. Turnover excluding tax. Separate, lower thresholds apply to retail and to French overseas territories. Thresholds apply to deals notified from 1 September 2026 (previously EUR 150 million and EUR 50 million).
Reused from fr-transactions-001.
The CMA has jurisdiction over a merger where the UK turnover of the target exceeds £100 million. Threshold in force from 1 January 2025 under the Digital Markets, Competition and Consumers Act 2024 amendments.
Reused from gb-transactions-007.
The share of supply test is met where the merging parties together supply or acquire 25% or more of goods or services of a particular description in the UK or a substantial part of it, the merger increases that share, and at least one party has UK turnover above £10 million.
Reused from gb-transactions-008.
A hybrid test gives the CMA jurisdiction where one party supplies or acquires at least 33% of goods or services of any description in the UK and has UK turnover above £350 million, and another party has a UK nexus. Designed to catch acquisitions of small or pre-revenue targets by large firms. In force from 1 January 2025.
Reused from gb-transactions-009.
No relevant merger situation arises if none of the enterprises concerned has UK turnover above £10 million (small merger safe harbour).
Reused from gb-transactions-010.
For 2026 the Hart-Scott-Rodino size-of-transaction threshold is 133.9 million US dollars. Federal. Applies to acquisitions of voting securities, non-corporate interests or assets. Exemptions apply. The 2026 figures took effect 30 days after publication in the Federal Register on 16 January 2026.
The notice states it takes effect 30 days after publication; the 17 February 2026 effective date is reported by secondary sources (e.g. Covington & Burling, January 2026) because the thirtieth day fell on a weekend and a public holiday. The FTC's own current-thresholds page could not yet be checked. Reused from us-transactions-001.
For 2026, transactions valued above 133.9 million but at or below 535.5 million US dollars are reportable under HSR only if one party has at least 267.8 million and the other at least 26.8 million US dollars in annual net sales or total assets; transactions above 535.5 million US dollars are reportable regardless of party size. Federal. Subject to HSR exemptions, including for certain foreign transactions.
Reused from us-transactions-002.
2026 HSR filing fees range from 35,000 US dollars for transactions below 189.6 million US dollars to 2,460,000 US dollars for transactions of 5.869 billion US dollars or more. Federal. Six fee tiers; the acquiring person normally pays.
Who pays the fee is not stated in the notice read. Reused from us-transactions-003.
After both parties file an HSR notification, they may not close until a waiting period ends, normally 30 days, or 15 days for a cash tender offer, unless extended by a second request or terminated early. Federal; applies to the FTC and DOJ Antitrust Division.
Statutory text read on the Cornell Legal Information Institute reproduction of the United States Code; the official text is published at uscode.house.gov. Reused from us-transactions-004.
Since 7 March 2024 a combination is notifiable to the CCI where the parties have assets in India of more than Rs 2,500 crore or turnover in India of more than Rs 7,500 crore, or the group has assets in India of more than Rs 10,000 crore or turnover in India of more than Rs 30,000 crore, with alternative worldwide tests that require a minimum Indian nexus. Section 5 of the Competition Act 2002 as revised by notification; worldwide tests: parties USD 1.25 billion assets or USD 3.75 billion turnover, group USD 5 billion assets or USD 15 billion turnover, each including at least Rs 1,250 crore assets or Rs 3,750 crore turnover in India.
Secondary source (last verified June 2026). The CCI notifications page did not render its list, so the Gazette notification could not yet be checked. Reused from in-transactions-001.
Under the Competition (Minimum Value of Assets or Turnover) Rules 2024, a combination does not need to be notified where the target has assets in India of not more than Rs 450 crore or turnover in India of not more than Rs 1,250 crore. Small target (de minimis) exemption; does not apply where the deal value threshold is met.
Effective date from secondary source; the CCI newsletter gives the figures but not the date. Reused from in-transactions-002.
A transaction whose value exceeds Rs 2,000 crore is notifiable to the CCI where the target has substantial business operations in India. Section 5(d) of the Competition Act inserted by the Competition (Amendment) Act 2023; in force from 10 September 2024; applies even where the small target exemption would otherwise apply. Value includes direct, indirect, immediate and deferred consideration; if it cannot be established with reasonable certainty the threshold is deemed met.
Also confirmed in the Competition (Amendment) Act 2023 on the CCI website. Reused from in-transactions-003.
A target has substantial business operations in India if, for digital services, 10% or more of its global users are in India, or, for other businesses, its Indian gross merchandise value or turnover is 10% or more of the global figure and above Rs 500 crore. CCI (Combinations) Regulations 2024, in force 10 September 2024. The Rs 500 crore floor does not apply to digital services.
Measurement periods for users, GMV and turnover are set in the Regulations and were not verified here. Reused from in-transactions-004.
The CCI must form a prima facie opinion on a combination within thirty days of notice, and a combination is deemed approved if no order is passed within one hundred and fifty days of notice. Sections 29(1B), 6(2A) and 31(6) of the Competition Act as amended by the Competition (Amendment) Act 2023 (previously 210 days).
Commencement date for these provisions per CCI Fair Play Volume 50. Reused from in-transactions-005.
Failure to notify a notifiable combination can attract a penalty of up to one per cent of the total turnover or assets, or of the value of the transaction, whichever is higher. Section 43A of the Competition Act as substituted by the Competition (Amendment) Act 2023.
Reused from in-transactions-007.
An economic concentration must be notified to the General Authority for Competition (GAC) where the participating undertakings' combined worldwide annual sales exceed SAR 200 million, the target's worldwide annual sales exceed SAR 40 million and the parties' combined sales in Saudi Arabia exceed SAR 40 million. The target must contribute to the Saudi sales figure. For mergers and joint ventures, at least two parties must each have worldwide sales above SAR 40 million. The combined threshold was raised from SAR 100 million by a GAC decision of 15 March 2023.
Secondary (law firm) source; GAC's website and the Bureau of Experts legislation portal block automated access, so GAC's implementing regulations and guidelines could not yet be checked. Reused from sa-transactions-g01.
A notifiable concentration must be filed with GAC at least 90 days before completion and may not close until GAC approves it in writing, unless GAC's 90-day review period, which starts when the filing is complete, lapses without a decision. The review period can be suspended while GAC requests information; lapse of the period is treated as approval.
Secondary (law firm) source; GAC's website and the Bureau of Experts legislation portal block automated access, so GAC's implementing regulations and guidelines could not yet be checked. Reused from sa-transactions-g02.
The GAC filing fee is 0.02% of the total annual sales of the undertakings participating in the concentration, capped at SAR 250,000.
Secondary (law firm) source; GAC's website and the Bureau of Experts legislation portal block automated access, so GAC's implementing regulations and guidelines could not yet be checked. Reused from sa-transactions-g03.
An economic concentration must be notified where the parties' annual sales in the relevant UAE market exceeded AED 300 million in the last financial year, or their combined share of the relevant UAE market exceeds 40%. Federal; either test triggers the duty under Article 12(1) of the competition law. A market share above 40% is also the dominance threshold (Article 2). The decision took effect 60 days after Official Gazette publication.
Reused from ae-transactions-003.
Under the COMESA Competition and Consumer Protection Regulations 2025, a merger is notifiable where the combined annual turnover or asset value of all parties in the COMESA Common Market equals or exceeds USD 60 million and at least two parties each have turnover or assets of USD 10 million or more in the Common Market. COMESA regional regime. Not notifiable where each party achieves at least two-thirds of its aggregate turnover or assets in one and the same Member State. The previous combined threshold was USD 50 million.
Secondary source: the official COMESA Competition Commission text could not yet be checked, and a second law-firm briefing (DLA Piper) could not yet be checked because the site returned HTTP 429. Confirm against the Regulations and Rules as published by the COMESA Competition Commission.
The COMESA Competition and Consumer Protection Regulations and Rules 2025 came into force on 5 December 2025 and add a global transaction-value threshold of USD 250 million for digital market transactions where at least one party operates in two or more COMESA Member States. COMESA regional regime; digital market transactions only.
Secondary source: the official COMESA Competition Commission text could not yet be checked, and a second law-firm briefing (DLA Piper) could not yet be checked because the site returned HTTP 429. Confirm against the Regulations and Rules as published by the COMESA Competition Commission.
The COMESA merger filing fee is 0.1% of the parties' combined annual turnover or asset value in the Common Market, whichever is higher, and 0.05% of the transaction value for notifiable digital mergers, capped at USD 300,000 in each case. COMESA regional regime under the 2025 Rules.
Secondary source: the official COMESA Competition Commission text could not yet be checked, and a second law-firm briefing (DLA Piper) could not yet be checked because the site returned HTTP 429. Confirm against the Regulations and Rules as published by the COMESA Competition Commission.
Singapore has a voluntary merger notification regime: merger parties are not required to notify CCS before or after completing a merger, but should self-assess, and a merger that substantially lessens competition infringes section 54 of the Competition Act 2004. Parties concerned that a merger may infringe section 54 are advised to notify CCS. Sector regulators may run separate approval regimes, which were not confirmed here.
Re-checked on the official PDF linked from the CCS Competition Act and guidelines page. The CCS Mergers and Acquisitions page also states that merging entities are not required to notify but should self-assess, and that a merger which substantially lessens competition infringes section 54. The PDF carries no publication date; the CCS listing shows it as last updated 1 May 2026. Reused from sg-transactions-002.
Failing to notify a concentration or closing before clearance can be fined up to 10% of total annual sales, or up to SAR 10 million where sales cannot be estimated. GAC fined each party SAR 400,000 in a 2024 case for implementing a notifiable concentration without notification. A settlement route can impose up to three times the gains from the violation.
Secondary (law firm) source; GAC's website and the Bureau of Experts legislation portal block automated access, so GAC's implementing regulations and guidelines could not yet be checked. Reused from sa-transactions-g04.
Questions on this topic
31 statements on merger control thresholds
