25 days
Phase 1 maximum review period (working days from receipt of complete notification). Extended by 15 working days if commitments are submitted in Phase 1.
65 days
Phase 2 maximum review period (working days from opening of the in-depth examination). Extended if commitments are submitted or the clock is stopped.
€80M
The largest gun-jumping fine imposed in France: Altice, sanctioned in 2016 for implementing control of SFR and OTL before receiving the Autorité's authorisation.

The Notification Obligation and Standstill

A notifiable concentration must be filed with the Autorité de la concurrence before it is implemented (Art. L 430-3, al. 1; LD-AdIC § 141). Notification can be filed as soon as the parties can present a sufficiently mature project — typically from the moment they have concluded a heads of agreement, signed a letter of intent, or announced a public offer. A fully signed acquisition agreement is not required. The law fixes no deadline for notification, but the standstill obligation creates a strong commercial incentive to file as early as possible.

The obligation to notify falls on the persons or entities acquiring control. In a merger or JV, all parties must jointly notify. In a group context, a subsidiary filing a notification is deemed to do so on behalf of the ultimate controlling parent — which is relevant for the calculation of maximum fines.

The effective implementation of the concentration is suspended until the Autorité grants its authorisation, or — when the minister has evoked the matter — until the minister's decision (Art. L 430-4, al. 1). A Commission referral back to France counts as notification (Art. L 430-3, al. 1), and the parties must immediately provide the Autorité with a copy of the notification filed with the Commission.

Derogations from the Standstill

The Autorité may grant derogations from the standstill on a case-by-case basis in the event of particular and duly justified necessity (Art. L 430-4, al. 2). The derogation may be subject to conditions and ceases to be valid if the complete notification has not been received within three months of implementation — and, in practice, if the Autorité's final decision is not rendered within nine months of the derogation notification. Derogations are particularly available for the rescue of an enterprise undergoing insolvency proceedings. For public offers on regulated markets, the acquisition of a control block or the settlement of a public offer is permitted before the Autorité's decision, but the exercise of voting rights attached to the acquired securities and the payment of dividends remain suspended until authorisation is received.

Sanctions for Failure to Notify or Standstill Violations

Sanctions Under Art. L 430-8
Failure to Notify — Art. L 430-8, I

The Autorité enjoins the parties to file the notification (under daily penalties of up to 5% of average daily worldwide turnover per day of delay) or to restore the pre-concentration situation. In addition, a financial sanction of up to 5% of pre-tax French turnover in the last accounting year (plus the acquired entity's French turnover) for legal persons, or €1.5 million for natural persons, can be imposed. Failure to notify is treated as a permanent infraction: it arises at the moment of the control change and its effects continue; a five-year prescription applies from the moment the control change materialises (Aut. conc., 12 April 2022, n° 22-D-10, COFEPP-MBWS). The sanction falls on the acquiring party (the one in whom control ultimately vests), not merely on the signing entity.

Examples: €392,000 (Colruyt, 2012 — deliberate non-notification, CE confirmed 2013); €400,000 (Réunica-Arpège, 2014); €4 M reduced to €3 M (Groupe Castel, 2013, CE 2016 — attenuation for filing shortly after the Autorité's questions).

Gun-Jumping — Art. L 430-8, II («Mise en œuvre anticipée»)

Implementing the concentration before authorisation exposes the parties to the same financial sanctions as failure to notify. The Autorité analyses actual behaviour using a grid analogous to that used to assess whether a concentration exists: focus on whether the acquirer exercised decisive influence over the target before clearance, including through exchange of sensitive information and protocols governing their relationship during the suspensive period. Premature implementation is a continuous infraction: it lasts as long as the Autorité has not cleared the transaction.

Examples: €80 million — Altice, 2016 (Aut. conc. n° 16-D-24), for implementing control of SFR and OTL before clearance, including access to strategic information. €7 million — COFEPP, 2022 (Aut. conc. n° 22-D-10), for taking control of Marie Brizard Wine & Spirits without prior notification or authorisation (settled by transaction procedure under Art. L 464-2, III).

Incomplete or Inaccurate Notification — Art. L 430-8, III

Where a notification contains omissions or inaccurate declarations, the Autorité may impose a financial sanction not exceeding the same amounts as for failure to notify. Where the inaccuracy is serious, it can also withdraw the authorisation decision and require re-notification within one month. Historical example: the minister of the economy used equivalent provisions against Vico (Min. éco., 13 November 2006) for failing to disclose its presence on certain market segments during the Lorenz France acquisition.

The Procedure Step by Step

0
Optional — Pre-procedure Rapporteur Designation Request

A procedural innovation introduced by the July 2020 revised LD-AdIC (§§ 188–190). Parties may request the designation of a rapporteur by email to controle.concentrations@autoritedelaconcurrence.fr before pre-notification or notification. Within five working days, the name of the deputy head of service in charge of the file is communicated. The request must include: type of file; parties and their respective turnovers; a precise description of the transaction (nature, activities, markets, effects); other Member States where notification is also required; expected date of pre-notification or notification.

1
Optional — Informal and confidential Pre-Notification

Parties may submit their draft notification in an informal, confidential pre-notification phase (LD-AdIC §§ 191–200). The purpose: present the transaction, verify notifiability and turnover calculations, prepare the notification file, assess competition risks, and consider possible remedies. Contacts during pre-notification reduce the risk of the file being found incomplete. Initiated by email to the same address; rapporteur names communicated within five working days. Where economic studies are submitted, informal meetings can be organised to verify methodological robustness. If the parties doubt notifiability, the Autorité can issue a comfort letter confirming non-notifiability. The Conseil d'État confirmed in April 2022 that the decision to open a pre-notification phase is a preparatory act and is not subject to judicial review for excess of power.

2
Formal start of procedure Notification and File Submission

The notification file must be submitted either by paper to the Autorité's address (11, rue de l'Échelle, 75001 Paris), by the secure Hermès electronic exchange platform, or for eligible simplified operations via the online «démarches-simplifiées.fr» portal.

The file has five parts: description of the operation (including a non-confidential summary of maximum 500 words for publication); presentation of the parties and their groups; presentation of the relevant markets (market definition, market shares); for affected markets, a detailed description; and a declaration of accuracy and completeness. Documents in foreign languages need only be translated to the extent necessary for the Autorité to exercise its review function.

Upon receipt of a complete notification, an acknowledgement of receipt is issued; the Phase 1 clock starts at midnight on the working day following the receipt date. A copy is immediately transmitted to the minister of the economy. Within five working days, the Autorité publishes a communiqué on its website containing the parties' names, the nature of the operation, the sectors concerned, the deadline for third-party observations, and the parties' non-confidential summary. Third parties have 15 working days (10 in simplified procedure) from the communiqué to submit observations. Businesses with at least 50 employees that are parties to the concentration must convene their comité social et économique within three days of the communiqué being published.

3
Maximum 25 working days (15 in simplified procedure) Phase 1: Initial Review

The Autorité must decide within 25 working days of receipt of the complete file. The clock is counted in working days (excluding Saturdays, Sundays, and French public holidays).

Simplified procedure: where the market share conditions set out in the LD-AdIC are met (combined share below 25% on horizontal markets; or combined below 50% with less than a 2-point increment; or below 30% on vertical or conglomerate markets; or sole-to-joint control change; etc.), the procedure is simplified to approximately 15 working days and the decision takes a short-form format. About 70% of annual filings are estimated to qualify. The Autorité may revert to the standard 25-day procedure even where simplified conditions are met if it considers this necessary.

Clock suspension: the clock can be suspended at party request (up to 15 working days) for particular necessity, or by the Autorité when parties have failed to notify a new fact or provide requested information. The clock restarts when the suspension cause is removed.

Engagement extension: if commitments are submitted in Phase 1, the deadline is automatically extended by 15 working days.

Tacit authorisation: if the Autorité takes no decision within the Phase 1 deadline (including any applicable extension), it informs the minister; the transaction is deemed to have received tacit authorisation once the minister's 25-working-day evocation window has elapsed.

4
Maximum 65 working days (+20 if party-requested suspension) Phase 2: In-Depth Examination

Phase 2 is opened when the Autorité concludes that, after Phase 1 examination, a serious doubt of harm to competition subsists. This arises where: prior decisional practice is insufficient or significant recent market changes may justify revision; the analysis requires in-depth work on market definition, entry barriers, or competitive effects; or the parties have not offered commitments despite identified competition concerns, or offered commitments of uncertain adequacy.

Phase 2 procedure: the rapporteur deepens instruction on unresolved points; parties can submit commitments (which are market-tested); the Autorité may seek the opinion of a sectoral regulator (ARCOM for audiovisual; ACPR for insurance/banking); a report is prepared and notified to the parties and the commissaire du gouvernement, who have 15 working days to respond; a closed hearing (séance) is held at which only parties and the commissaire du gouvernement may attend, and at which the college may hear third parties in the parties' absence. Business secrecy information may be withheld from the file; disclosure of information learned through proceedings is punishable by €15,000 (Art. 226-13 C. pén. via Art. L 463-6 C. com.).

Clock suspension in Phase 2: parties can request suspension of up to 20 working days for particular necessity (e.g. to finalise commitments); the Autorité can suspend where parties have failed to disclose a new fact or to provide requested information.

Possible Decisions at Each Phase

Phase 1 Decisions Art. L 430-5, III — Adopted by president or designated VP
✓Decision finding the operation does not fall within the scope of merger control
✓Authorisation (with or without commitments)
⇌Opening of Phase 2 (in-depth examination) where serious doubts of harm to competition subsist
—Note: prohibition is not available in Phase 1 — an operation can only be prohibited in Phase 2
Phase 2 Decisions Art. L 430-7, III — Adopted collegially by a formation of the college
✗Prohibition: the operation is prohibited, with injunctions to take all measures to restore sufficient competition
✓Conditional authorisation: subject to injunctions or prescriptions (or effective implementation of parties' commitments)
✓Unconditional authorisation (where no remedies are needed)
ℹDecision must be motivated; draft transmitted to parties who have a reasonable period to submit observations before the final decision

The Ministerial Evocation Power

After receiving the Autorité's Phase 2 decision (or being informed of a tacit authorisation), the minister of the economy has 25 working days to evoke the matter and substitute their own decision for reasons of general interest other than the maintenance of competition (Art. L 430-7-1). The evocation power applies to both authorisations and prohibitions. The general interest grounds may include: industrial development, international competitiveness, employment creation or maintenance. These grounds must be distinct from pure competition maintenance. Economic progress considerations already examined by the Autorité in its competitive assessment cannot be re-examined by the minister.

The evocation power was exercised for the first time on 19 July 2018 in the Agripole-Cofigéo case (Min. éco., NOR: ECOC1822241S): the minister set aside two asset divestitures that the Autorité had imposed as conditions, citing employment preservation as the general interest ground.

The Ministerial Evocation and Its Strategic Implications

The 25-working-day evocation window means that even a cleared Phase 2 transaction is not definitively final until the minister's deadline has passed. For transactions with industrial or employment significance, anticipating the potential for ministerial evocation — which may result in different or additional conditions being imposed — is an important element of deal planning. Where evocation is politically foreseeable, early engagement with the ministry alongside the Autorité's process may be advisable.

File Withdrawal and Appeals

File Withdrawal

Parties may withdraw their notification at any time during the procedure by communicating a document attesting to the abandonment of the project (LD-AdIC § 327). The Autorité takes note of the withdrawal. A withdrawal can occur at any point — including late in Phase 2 after the hearing, as in the Trapil/Pisto case (Autorité, 24 July 2020).

Appeals to the Conseil d'État

Decisions of the Autorité de la concurrence in merger control (and ministerial decisions) are subject to judicial review by the Conseil d'État for excess of power (recours pour excès de pouvoir). Key appellate decisions: CE, 23 December 2013, n° 363702 and 363719 (Métropole Télévision/TF1) — Phase 2 decision annulled because the college had not deliberated collegially on the final version of the commitments; CE, 30 December 2010, n° 338197 (Société Métropole Télévision) — commitments were sufficient to prevent anticompetitive effects on the relevant markets.

Practical Guidance on the French Merger Control Procedure
Notify early. The standstill obligation means the transaction cannot complete until clearance is received, and the notification can be filed as soon as a heads of agreement or letter of intent is signed. Delaying notification simply delays clearance.
Request rapporteur designation and engage in pre-notification for complex transactions. The comfort letter mechanism allows certainty on non-notifiability without formal filing. Pre-notification reduces incomplete file risk and allows early dialogue on potential remedies.
Never implement before clearance — not even partially. Gun-jumping includes the exchange of competitively sensitive information, the acquirer's interference in the target's management decisions, and any conduct that allows the acquirer to exercise decisive influence before authorisation. The Altice €80 million fine is the clearest signal of the Autorité's determination to enforce this rule.
In the notification file, define relevant markets at all possible segmentation levels including the narrowest, and present all parties' market shares and those of competitors. Market definition and share data are the most frequent causes of incomplete files.
The clock only starts when the file is complete. An incomplete file means no clock, and every day of incompleteness is a day of standstill delay. Completeness is a legal determination made by the Autorité, not by the parties.
For companies with at least 50 employees that are party to the transaction: the CSE must be convened within three days of the Autorité's communiqué. Prepare the CSE information package in parallel with the notification to avoid any delay.
Phase 2 decisions must be adopted collegially. The 2013 Conseil d'État ruling annulling a Phase 2 decision because last-minute commitments were not deliberated by the full college confirms that the procedural requirements for collegial Phase 2 decision-making are rigorously enforced.
Do not overlook the 25-working-day ministerial evocation window after Phase 2. A cleared transaction is not fully final until this window has elapsed, and in politically sensitive transactions, the minister may impose different conditions than those accepted by the Autorité.
Managing a French Merger Control Filing?

The procedural complexity of French merger control — from pre-notification through Phase 2, ministerial evocation, and appeal — requires careful timeline management and strategic preparation at each stage. Our series covers every element of the framework.

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This article is for general information and educational purposes only. It does not constitute legal advice. References to the Lignes Directrices (LD-AdIC, July 2020) and case law reflect sources available as at the date of publication. Always seek qualified legal advice for your specific transaction.