Luxemburg introduces merger control regime

Currently, Luxembourg is the last EU Member State to lack a merger control regime. This is about to change, as Luxembourg is preparing to incorporate an ex ante merger control regime into its domestic legislation. This regime will include a standstill obligation and a mandatory notification requirement with turnover thresholds.

The Luxembourg Ministry of the Economy released the Draft Bill No. 8296, which shall establish a merger control regime in Luxembourg, on 23 August 2023. The objective of the proposed legislation is to confer upon the Luxembourg Competition Authority the authority to premeditatedly determine whether a corporate concentration might substantially impede competition within Luxembourg. The regime will represent a substantial legislative shift, as organisations will be required to consider the necessity of informing the Luxembourg Competition Authority of their concentrations prior to their implementation.

Adoption of the revised law is anticipated within the following weeks. Nonetheless, as it stands, the law shall not come into effect until four months after its publication in the official journal of Luxembourg. This provision ought to afford organisations sufficient time to acclimatise to the additional responsibilities. Additionally, the effect of the law will not be retroactive, as stipulated in the present bill. As a result, mergers and joint ventures that have already been agreed, announced, or finalised prior to the law’s implementation will be exempt from its provisions.


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