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A practical guide to making sure your deal is cleared in Europe

Agreeing conditions precedent and deal timelines has always been a challenge for companies. From an EU perspective, companies previously only had to consider whether a deal led to an EU or Member State merger control filing obligation. However, there are now three new layers of complexity for companies to consider in the EU:

  1. Article 22 and ex-post assessments: a new approach to the EU’s merger control referral mechanism together with the ex-post review of transactions has added complexity to consider when entering into a new deal.
  2. Foreign Direct Investment (FDI): 23 EU Member States now have an FDI regime which if the filing thresholds are met give rise to a notification requirement and clearance prior to closing Sweden is the most recent EU Member State to adopt an FDI regime which came into force on 1 December 2023.
  3. Foreign Subsidies Regulation (FSR): as of 12 July 2023, transactions in the EU may also be subject to a further pre-closing review of broadly defined financial contributions from non-EU Member States.

Key takeaways

  • Following the introduction of new regulation in 2023 and recent policy changes, companies need to deal with three new layers of complexity in the EU.
  • A new approach to the EU’s merger control referral mechanism together with the ex-post review of transactions has added complexity to consider when entering into a new deal eroding thus legal certainty.
  • Companies need to undertake a complete FDI assessment, covering now almost all EU Member State jurisdictions.
  • In addition, as of 2023, the European Commission will be able to review transactions in which the purchaser has benefited from foreign subsidies in an effort to tackle foreign subsidies that cause distortions and undermine the level playing field in the internal market.
  • Early engagement with antitrust and regulatory counsel is required for risk assessment to ensure a holistic approach and minimal burden parties with the aim to avoid impact on transaction.

Paul Johnson, Tom Jenkins, Dimitrios Stefanou and a team of associates outline in this leadership piece how deal teams can navigate through this regulatory landscape and manage clients’ expectations.



Paul Johnson is a partner in Baker McKenzie Brussels' European & Competition Law Practice. He is an English qualified solicitor and has been practicing in Brussels and the UK for almost 15 years. Paul regularly represents clients on competition matters before the European Commission and has provided competition law advice with respect to over 100 jurisdictions around the world.
In December 2020, Paul was named by Rising Stars Award Europe 2020 as one of ten rising stars in competition and antitrust in Europe, and is also listed as a future leader in competition law by Who’s Who legal. He is the author of award winning articles on EU, UK and global competition law.


Tom Jenkins is Special Counsel in Baker McKenzie’s Asia-Pacific Antitrust and Competition practice, based in Hong Kong. He advises clients across a range of transactional, advisory and contentious competition matters and regularly speaks at leading antitrust events in the region. Before joining the Hong Kong office in 2015, Tom was based in Baker McKenzie’s Brussels office, where he advised clients on the full range of EU and UK competition law matters.


Dimitrios Stefanou is an antitrust/competition and foreign investment associate working at the Amsterdam office. He is a EU-qualified lawyer (Athens and Brussels Bar (E-list)), and has trained, among others, at the Directorate General for Competition at the European Commission (Mergers Unit for Basic Industries, Manufacturing and Agriculture). Prior to that, he worked for two major Athens-based law firms, which both focused on civil and corporate litigation. He joined the Brussels office of Baker McKenzie in March 2020 as an associate, and he worked, among others, in the Stockholm office of Baker McKenzie as part of his cross-office two-month secondment, before joining Frans Muller and his team in the Amsterdam office of Baker McKenzie in October 2023.


Katia Dehon is an Associate in Baker McKenzie, Brussels office


Alexandra Gracia de Torres is an associate in the European Competition and Regulatory Affairs Practice Group in the Brussels office.


Beau Maes is an associate in Baker McKenzie's EU Competition & Regulatory Affairs Practice Group at the Brussels office. He joined the Firm in February 2022.

Prior to joining Baker McKenzie, he worked as a summer intern in various departments, including corporate, commercial and ICT law. He was also an intern at DG COMP Unit C.5, where he focused on reviewing "information, communications and media" mergers. He also interned at the Australian Embassy in Belgium and Luxembourg, Mission to the European Union, and NATO.


Ola McLees is an English qualified solicitor practicing in Baker McKenzie's European Competition & Regulatory Affairs Practice in Brussels. Prior to joining Baker McKenzie Brussels in 2022 as an associate, she worked in Baker McKenzie's Competition, Trade & Foreign Investment Practice in London.

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