Cartels, abuse of a dominant position and private enforcement
Application of competition law (Art. L. 420.1 of the French Commercial Code) to a professional or trade union body acting outside its remit and intervening in the market (Court of Cassation, Commercial Chamber, Nov. 3rd, 2025, No. 24-10.852)
- Where professional or trade union bodies go beyond their sole mission of providing information, advice and defending professional interests, and intervene in a product or service market through acts that invite their members to behave in a certain way on that market, the provisions of Art. L. 420-1 of the French Commercial Code apply to them.
- Furthermore, their potential absence of any economic activity does not exempt them from complying with competition law where they influence the competitive behaviour of their members.
- In the present case, a professional body excluded one of its members from the list of signatories to its charter of good practice, which led that member to claim that it had been subject to anti-competitive practices consisting in its exclusion and in calls for a boycott.
- On the one hand, the Authority’s forthcoming opinion will focus on the functioning of the sector of conversational agents based on generative AI, such as ChatGPT. These tools differ from virtual assistants, such as Apple’s Siri, and from traditional chatbots, which do not necessarily rely on AI. Conversational agents are characterised by their ability to interact with users in natural language and to assist them with various tasks, such as answering questions, supporting a purchasing journey, scheduling appointments, or helping with everyday activities. To this end, the Authority will examine in particular:
- The integration of advertising within conversational agents, including how such advertisingis displayed and the role it plays in the business models of these players;
- The integration of conversational agents into existing services, in particular with regard to leverage effects;
- The partnerships entered into by publishers of conversational agents; and
- The transformation of conversational agents into platforms, insofar as they enable users to access third-party services directly without leaving the conversation interface..
- On the other hand, the Authority will study the development of agentic commerce, in which conversational agents capable of acting autonomously support or even automate the online purchasing journey, from product search and recommendations through to payment, and potentially the anticipation of future or recurring purchases. The development of such commerce is therefore likely to transform the entire online sales ecosystem, in particular logistics and payment services, which will need to adapt to these new uses.
This initiative follows on from the Authority’s previous Opinion No. 24-A-05 of June 28th, 2024, in which it analysed how competition operates in the generative AI sector, in particular the upstream segment of the value chain, as well as from its study on the competition issues linked to the energy and environmental impact of AI. In order to further inform its analysis, the Authority also announced in its press release that it will very shortly launch a public consultation, the contributions to which will feed into its work with a view to adopting its final opinion in the course of 2026.
Merger control
COMESA: Introduction of a suspensory regime and revision of notification thresholds (Competition and Consumer Protection Rules and Regulations, Dec. 4th, 2025)
- Expansion of the scope of application: The definition of a concentration now explicitly mentions full-function joint ventures.
- Introduction of a mandatory and suspensory regime: Whereas the 2004 regime allowed notifiable transactions to be implemented prior their authorization, the 2025 rules and regulations introduce a suspensory regime, prohibiting any implementation of a transaction prior to notification and clearance. Gun-jumping infringements and failures to notify are, therefore, each punishable by fines of up to 10% of the annual turnover generated on the common market, accompanied, in the event of non-payment within 45 days, by a daily penalty of 2% of the amount of the fine, for each day of delay until full payment.
- New general thresholds: Combined annual turnover or value of assets, whichever is higher, in the common market of all parties to a concentration equal to or exceeding USD 60 million, and USD 10 million for at least two parties, unless each party generates at least two-thirds of its turnover within the same COMESA Member State.
- New threshold for transactions in digital markets: The transaction value reaches USD 250 million, and at least one of the parties carries out activities in two or more COMESA Member States.
First sanction for failure to comply with the commitment to cooperate with the trustee responsible for monitoring the divestiture commitment (French Competition Authority, Nov. 3rd, 2025, No. 25-D-05)
- Parfait group was fined for failing to comply with its obligation to cooperate with the trustee responsible for monitoring the implementation of its commitments, in particular through:
- The late appointment of the trustee and a lack of responsiveness;
- Difficulties in obtaining essential information in a timely manner and the transmission of unusable information; and
- The exclusion of the trustee from real estate negotiations.
- Commitments made in the context of merger control, including the obligation to cooperate with the trustee, are strictly binding and any breach may be subject to autonomous and cumulative penalties, where other distinct commitments have also been breached, irrespective of any potential failures from the trustee.
Distribution and restrictive trade practices
Sudden termination of established commercial relationships: A price increase may constitute a sudden termination of an established commercial relationship (Paris Court of Appeal, Oct. 15th, 2025, No. 23/11730)
- Any unilateral, unforeseeable and non-negotiable price increase may either justify the immediate termination of the relationship without constituting a sudden termination, or it may itself be qualified as a sudden termination, as it affects an essential element of the contract.
- Regardless of whether it is wrongful or of its relative weight in the total cost of the services: Inthe absence of prior notice or a real possibility to negotiate, the business partner is free either toaccept the price increase or to terminate the relationship, without incurring liability under Art.L.442-1, II of the French Commercial Code.
Sudden termination of established commercial relationships: The provisions of Art. L.442-6, I, 5° of the French Commercial Code do not constitute an overriding mandatory provision (Paris Court of Appeal, Nov. 20th, 2025, No. 22/01471)
- These provisions cannot be regarded as so crucial to safeguarding the country’s economic organisation as to require their application to all situations falling within their scope, regardless of the law governing the contract.
- Although mandatory under domestic law, these provisions are intended to protect the private interests of the injured party, by allowing it sufficient time to reorganise.
- The action brought by the French Minister of the Economy is not, in itself, sufficient to qualify these provisions as overriding mandatory provisions.
The choice of the law governing the contract remains decisive in matters of sudden termination, as the parties cannot assume the automatic application of French law where there is at least one foreign element. However, in the absence of a clear position from the Court of Cassation and given the differences in case law between the chambers of the Paris Court of Appeal, the applicable regime remains uncertain and calls for particular vigilance pending clarification by the Court of Cassation.
Consumer law
The DGCCRF publishes its review of 2023–2024 investigations into greenwashing (Oct. 1st, 2025)
The DGCCRF (i.e., the French authority in charge of fair competition, consumer protection and fraud prevention) has published the results of its 2023–2024 inspections into environmental claims used in marketing and labelling. More than 15% of the professionals inspected were found to have committed serious breaches, leading to over 430 compliance orders and more than 70 administrative or criminal penalties. The inspections highlighted in particular::
- The recurrent use of generic environmental claims (wrongly suggesting an overallenvironmental benefit without identifying a significant impact), as well as unjustified or outright prohibited claims;
- The misuse of environmental labels and certifications without supporting evidence; and
- Failures to provide information on environmental qualities and characteristics.
Looking ahead, the DGCCRF has announced tougher enforcement (closer cooperation with the French Agency for the Environment and Energy Management (ADEME), joint projects with NGOs to develop new tools for detecting greenwashing, and a mandatory verification of claimed labels by an independent third party). More broadly, these are part of a broader move to promote eco-design and to give consumers clearer information on environmental impact, which has also led to the introduction, currently on a voluntary basis, of the Textile Eco-score, an environmental labelling scheme designed to inform consumers about the environmental footprint of textiles. Rolled out online and in stores from October 1st, 2025, the label appears on clothing sold on the national market and is available to consumers at the time of purchase.
- In an organised distance selling or distance services system, the way in which an offer received and signed by the consumer outside the trader’s premises, without any negotiation during the delivery, has no influence on the classification of the contract as a distance contract.
- The same applies to the rules on contract formation set out in Art. 1121 of the French Civil Code, which, unless otherwise provided, determine when the withdrawal period under Art. L. 221-18of the French Consumer Code starts.
Control of foreign direct investment
The report confirms that the EU remains open to foreign investment, despite a slowdown in inflows in 2023–2024, mainly due to a decline in greenfield investments:
- 41% of FDI were subject to a formal review by national authorities, either following authorisation requests filed by investors or reviews launched on the authorities’ own initiative;
- 86% of screened investments were cleared without conditions, 9% with commitments, and only around 1% were blocked; and
- An increased use of the EU cooperation mechanism, used by 21 Member States in 2024, compared to 13 in 2021, reflecting its growing importance and relevance.
These figures confirm that FDI screening has not led to a more restrictive investment environment, but rather reflects increased vigilance by Member States and the EU Commission of transactions likely to raise security or public order concerns. In addition, the Commission proposed a revision of the FDI screening regulation in January 2024 in order to harmonize and expand existing mechanisms, and on January 15th, 2025, adopted a recommendation on reviewing outbound investments, the details and practical impact of which will depend on ongoing work and on conclusions expected by June 30th, 2026. We will remain attentive to any developments that may arise in this regard.
Control of foreign subsidies
- The European Commission cleared, subject to commitments, the acquisition of Covestro byADNOC under the FSR, following a four-month in-depth investigation.
- The parties had received foreign subsidies from the United Arab Emirates, including an unlimitedstate guarantee, a capital increase commitment, and favorable tax measures, which could havedistorted competition in the EU internal market.
- The commitments offered by ADNOC, namely amending its articles of association to remove theunlimited state guarantee and sharing Covestro’s sustainability patents with competitors, werefound to neutralise the identified anti-competitive effects.
This decision highlights the increasing importance of foreign subsidies control under the FSR. Future decision-making practice, combined with the implementation of the guidelines published on January 9th, 2026 (which will, moreover, be the subject of a dedicated publication by us in the near future), will be decisive in clarifying the practical application of the FSR and in providing greater certainty for the structuring of merger transactions involving non-EU investors.
