NSIA reforms

In July 2025, the UK Government announced reforms to the NSIA, the UK’s investment scrutiny regime, to enhance transparency and reduce business burdens while ensuring robust national security assessments. Key changes include:

• a more pragmatic approach to internal reorganisations and insolvency practitioner appointments, with new exemptions; and
• adjustments to the mandatory notification regime, adding a sensitive sector for water, designating semiconductors and critical minerals as stand-alone sectors, and clarifying existing sector definitions.

These reforms aim to reassure businesses and investors after 15 months of uncertainty following the July 2024 change in Government. Since its introduction, the NSIA has been a highly active global investment scrutiny regime, with 1,143 notifications recorded between April 2024 and March 2025. Its impact on transaction timelines has made it a critical early consideration for dealmakers.

The Government’s efforts align with its broader strategy to promote economic growth and reduce regulatory burdens, reinforcing the UK’s position as “open for business.” The consultation closes on 12 October 2025, with changes expected to take effect around January 2026. Further information is available in our July 2025 briefing and via our National Security and Foreign Direct Investment Screening Hub.

Government review of the opt-out class actions regime

In August 2025, the UK Government launched a Call for Evidence as part of a 10-year review of the opt-out collective actions regime for competition law breaches. This regime automatically includes individuals within a defined class unless they “opt out”, aiming to improve redress for harm caused by anti-competitive behaviour and deter such conduct (class-action regimes in other European countries tend to require potential victims to join the action first, i.e. “opt in”).

However, challenges have arisen, including:

• slow case progression, with only one case (BT v Justin Le Patourel) reaching final judgment, which was dismissed; and
• high costs for businesses and public bodies, including damages and legal fees, with litigation funding generally under scrutiny following the Civil Justice Council’s June 2025 report.

The consultation, open until 14 October 2025, will inform future proposals, with another opportunity for feedback at that stage. While no specific measures to manage litigation costs have been proposed yet, procedural improvements may be introduced to address these and other issues identified in the review.

Consumer protection: greenwashing claims

The European crackdown on greenwashing, driven by Directive (EU) 2024/825 and led by French and Dutch authorities, is now being mirrored by the Polish Competition Authority (PCA). The PCA has charged Allegro Polska and three parcel delivery companies — DHL eCommerce Poland, DPD Polska, and InPost — with misleading “eco” marketing practices, including:

• claiming parcel pick-up is “eco” despite diesel fleet usage;
• making unsubstantiated “zero-emission e-commerce” claims;
• inflating CO₂ savings and misusing selective carbon calculator data; and
• employing pressure-selling tactics such as “eco-shaming.”

The PCA warns that generic claims like “eco-friendly” or “green” will be unlawful unless substantiated with recognised, material environmental performance. Environmental claims must be precise, verifiable, and avoid exaggeration across a product’s lifecycle.

In 2024, the PCA issued 70 consumer-related decisions, with 64 involving collective consumer interest infringements, which is the basis for the current greenwashing allegations against Allegro and parcel delivery companies. The PCA’s broader consumer enforcement includes commitments in the digital consumer sector from Booking.com, PayPal, and ongoing proceedings against Live Nation.

Poland is preparing to implement Directive 825/2024 by 27 March 2026 (to apply from 27 September 2026), expanding the blacklist of misleading practices. Prohibited practices will include among others:

• sustainability labels without certification or public authority basis; 
• vague green claims unsupported by evidence; 
• climate impact claims based solely on carbon offsetting; 
• inducing premature replacement of consumables or parts; and
• misrepresenting products as repairable.

The PCA’s actions align with enforcement in Italy and France against Shein and Armani for misleading environmental claims. The agency’s increasing reliance on unfair market practices signals a shift toward stricter regulatory oversight. Future greenwashing cases in Poland are expected to intensify, supported by a direct legal basis under the forthcoming directive. Businesses should prepare for heightened scrutiny of environmental claims, including formal investigations and informal regulatory inquiries.

Competition in labour markets 

The PCA is also intensifying enforcement against anti-competitive labour market practices, particularly no-poach and wage-fixing agreements, treating them as “by object” infringements. These practices are unlawful without needing proof of market impact, with liability extending to HR staff and silent participants. Fines can reach 10% of turnover and PLN 2 million for managers, highlighting the need for robust compliance.

In July 2025, the PCA charged Biedronka, one of Poland’s largest grocery chains, and 32 transport companies for allegedly coordinating to prevent employee poaching in the logistics sector. In October 2025, the PCA launched a separate probe into three more transport companies suspected of colluding by using “cooling-off” mechanisms to block drivers from joining competitors after leaving their previous employer. This follows earlier enforcement, including:

• A 2022 finding that Polish Basketball League and clubs colluded to delay player salaries during the COVID-19 pandemic and exchanged sensitive negotiation data; and
• 2023 fines on speedway clubs and organisers for setting maximum rider pay rates, classified as “by object” infringements akin to price-fixing.

The PCA has issued guidance on labour market collusion, aligning with the European Commission’s treatment of no-poach and wage-fixing as hardcore restrictions under Article 101 TFEU. The PCA warns that no-poach clauses in agreements may be anti-competitive unless strictly necessary, while sharing wage, benefits, or hiring data between competitors could also breach competition law. These actions emphasise that competition law applies to employment practices, with businesses competing for talent just as they do for customers.

Future introduction of call-in power for below threshold mergers

Following the CJEU’s Illumina/Grail judgment of 3 September 2024, the French Competition Authority (FCA) has been considering tools to address below-threshold mergers harming competition in France. On 14 January 2025, the FCA launched a public consultation to explore two options: 

(1) a targeted call-in power based on quantitative and qualitative criteria, similar to existing systems in 10 other European countries; or 

(2) a new mandatory notification requirement for companies identified in previous FCA decisions as having significant market power.

Consultation feedback favoured the call-in power, as it allows the FCA to focus on potentially harmful transactions without requiring unnecessary notifications. Based on input and experience from other EEA Member States, the FCA is now developing a proposal for a call-in power with clear criteria, including: 

(i) easily assessable turnover thresholds, 

(ii) a local nexus requirement, 

(iii) another criterion intended to factor the risk to competition in France, and 

(iv) short and clearly defined deadlines to ensure legal predictability.

The FCA plans to provide further details and submit a proposal to public authorities in late 2025. If adopted, the FCA has committed to publishing guidelines setting out the practical aspects of the new call in power.

French FDI regime: publication of the 2025 annual report and updated guidelines

On 30 July 2025, the French Treasury (Direction Générale du Trésor) issued its 2025 annual report on France’s FDI regime as well as its long-awaited updated guidelines on French foreign investment control.

The report highlights a rise in foreign investor interest, with nearly 400 applications submitted in 2024 (up from 309 in 2023). About half were deemed eligible under the FDI regime, with 54% of authorisations subject to conditions (99 cases). Only six investments were rejected over the last three years. Additionally, there was an increase in requests to revise clearance remedies, with eight requests in 2024, seven of which were accepted. The report helpfully provides examples that may justify a revision, such as the reorganisation of the investor’s group leading to the integration of the French entity into a new branch of the group’s activities.

The updated FDI guidelines build on the 2022 version and aim to enhance the regime’s transparency and predictability. They also expand its scope of application by: 

1. including acquisitions of control over French branches of foreign companies;

2. clarifying notification procedures when exceeding the 10% voting rights threshold in listed companies, 

3. adding critical raw materials extraction and processing to the list of sensitive activities (pursuant to EU Regulation 2024/1252), and 

4. updating the list of critical technologies also caught under the regime.

BBVA/ Sabadell takeover: Government scrutiny in Spanish merger control

The proposed takeover of Banco Sabadell by BBVA has attracted significant attention and widespread media coverage, putting Spain’s merger control regime under the spotlight. Following conditional clearance from the Spanish Competition Authority (CNMC), the transaction prompted an unusual degree of government involvement. This included a public consultation launched by the Ministry of Economy and, subsequently, the imposition of additional and more stringent conditions by the Council of Ministers. These actions have sparked legal debate and raised questions about the limits of governmental authority in merger control – last July, we went behind the headlines in a briefing which you can access here. 

The European Commission has since launched infringement proceedings against Spain, arguing that the country’s national framework grants the government overly broad powers to intervene in banking mergers. According to the Commission, this discretionary authority constitutes an unjustified restriction on both the freedom of establishment and the free movement of capital under EU law. Spain now has two months to respond to the Commission’s letter of formal notice. If the response is deemed unsatisfactory, the Commission may escalate the matter by formally initiating infringement proceedings, potentially leading to a case before the Court of Justice of the European Union and a request for sanctions against Spain for failure to comply with EU obligations.

Enforcement trend: focus on breaches of commitments provided to the CNMC

Since March 2023, the CNMC has concluded at least seven enforcement cases involving failures to comply with commitments provided during merger reviews or competition investigations. Six of these cases are discussed in a 21 July 2025 blog post published by the CNMC (available in Spanish here). Most of the matters related to merger remedies, and in each case, the CNMC imposed fines ranging from €51,600 to €20 million. Some of the parties benefited from fine reductions of up to 40% by acknowledging responsibility and making early payment, in accordance with the CNMC’s procedure for early termination of sanctioning proceedings. In turn, the highest fine reflected the aggravating circumstance of repeated non-compliance, as the sanctioned company had previously been fined on multiple occasions for breaching commitments linked to a merger transaction.

This pattern of enforcement serves as a clear reminder that commitments offered to competition authorities — whether behavioural or structural — must be taken seriously. Non-compliance can result in significant financial penalties, particularly in jurisdictions like Spain, where the CNMC has a dedicated unit (the Subdirección de Vigilancia) responsible for monitoring compliance. As Autumn approaches, this is a good time for companies to review internal compliance systems to ensure that any past commitments made to the CNMC are actively tracked and properly implemented.

Enforcement focus on greenwashing claims, labour markets and merger commitment breaches

Greenwashing claims have been the target of recent enforcement action across many European jurisdictions over recent months and years – as well as Poland, France, the Netherlands and the EU already mentioned above, the UK CMA has investigated and secured undertakings from businesses in the FMCG, fashion retail and green heating and insulation sectors. You can view AG’s November 2024 briefing providing a comparative overview and best practice tips for navigating greenwashing claims in the EU, France, and the UK here.

Labour markets are another ongoing area of enforcement focus across Europe and beyond – as well as activity seen in Poland: 

• the European Commission fined Delivery Hero and Glovo a total of €329m in June 2025 for cartel behaviour including an agreement not to poach each other’s key staff;
• the French Competition Authority fined 4 companies in the engineering, technology consulting and IT services sectors a total of 29.5m in May 2025 for engaging in similar “no-poach” practices; and
• the UK CMA fined 4 sports broadcast and production companies a total of £4.2m in March 2025 for colluding on rates of pay for freelancers. 

The recent enforcement of merger commitment breaches may be an emerging trend that is set to expand further over the coming months. So far, as well as the Spanish CNMC’s activities described above, the French Competition Authority previously took repeated action against Altice for failure to implement its merger commitments following the acquisition of SFR in 2014 (most recently in September 2022 with a fine of €75m). Meanwhile, the UK CMA keeps a register of merger commitments and undertakings and is known for actively monitoring compliance with these. The CMA has recently been granted stronger powers to enforce against this type of breach pursuant to the Digital Markets, Competition and Consumers Act 2024, with businesses at risk of fines of up to 5% of their global turnover and/or daily fines of up to 5% of daily global turnover – how these tools are used where more complex behavioural commitments are expected is to be seen.

Heightened scrutiny of transactions

Investment scrutiny regimes across the globe have grown exponentially over the past decade. Many jurisdictions have been seeking to address the lack of transparency often associated with this type of regime by publishing annual reports providing overall statistics – as seen above with France, but also the UK and the US. The European Commission has also been seeking to harmonise and coordinate foreign investment screening across the EU by setting common basic standards (e.g. under FDI Regulation 2019/452, currently under review).

Finding ways to review below-threshold mergers of interest is another sign of intensifying transaction scrutiny across Europe. Since the CJEU’s Illumina/Grail judgment mentioned above denied the European Commission jurisdiction to review below-threshold mergers at EU level, many Member States have responded by introducing targeted call-in powers at national level (including Ireland, Italy, Denmark and Hungary), while the UK now has an “acquirer-focused” merger threshold designed to capture potential “killer acquisitions”.