Table of Contents
- European Commission Investigates Possible Gun Jumping Under Merger Control Rules
- Another Transaction Blocked Under UK FDI Rules
- EC Proposes Settlement of Disparagement Investigation
- EC Settles Investigation into Provision of Aftermarket Services
European Commission Investigates Possible Gun Jumping Under Merger Control Rules
On 10 July 2026, the European Commission (EC) announced an investigation into whether the proposed acquisition by XXXLutz of Porta has been implemented without clearance under the EU Merger Regulation (EUMR). The transaction was announced on 7 January 2025, subject to merger control approval.
Under the EUMR, a transaction that qualifies for review because the relevant turnover thresholds are met must be notified to the EC and cleared prior to completion. The acquisition of Porta has not formally been filed for approval under the EUMR. The parties may still be in pre-filing discussions with the EC.
The EC’s preliminary view is that the transaction falls subject to the EUMR, and it became “aware of conduct” that could amount to implementation without clearance in breach of the EUMR (often referred to as gun jumping). This would be a partial implementation on the basis the transaction has not completed.
It is not clear what steps this alleged partial implementation includes. However, prior to formal clearance under the EUMR, parties to a transaction are not allowed to take actions that contribute to the change of control of the target. This can include coordinating operations, influencing the target’s day-to-day operations or exchanging commercially sensitive information.
The merger control rules of most jurisdictions worldwide also require that transactions qualifying for review be filed and cleared before completion. Like the EC, other regulators consider this suspensory obligation important and open gun jumping investigations regularly. Parties need to consider the potential application of merger control rules worldwide to any acquisition or joint venture, including the acquisition of minority shareholdings or assets, even in countries where only sales are made.
Another Transaction Blocked Under UK Foreign Direct Investment Rules
The UK government announced on 25 June 2026 that it blocked the proposed acquisition of TTG Global Solutions Group (TTG) by Shenzhen HYT Science & Technology Co. (Shenzhen HYT). This action is a rare example of a complete prohibition of a transaction under the UK National Security and Investment Act 2021 (NSI Act), which controls investment into UK companies and assets on national security grounds.
TTG operates connected critical communications infrastructure, providing mobile radio, broadband and wireless systems for emergency services, government and major transport organizations. Shenzhen HYT is a Chinese company and a leading global provider of professional communications technologies and solutions under the Hytera brand.
The government identified a risk from the acquisition arising from TTG’s role as a critical supplier of products and services to UK national infrastructure, government and emergency services, citing potential harm to UK national security if these services suffered disruption or compromise. Another risk arose from the access Shenzhen HYT would have to sensitive data held by or accessible to TTG.
The government usually imposes behavioural obligations on the parties when it identifies national security concerns. However, in this instance the UK government showed it is still willing completely to block a Chinese investment at the same time it is trying to pursue closer economic ties with the country.
The most recent annual report on the operation of the NSI Act shows that in the 2025/2026 reporting year 60 transactions were called in by the UK government for review to investigate a possible risk to national security, Of those, the majority involved acquirers associated with the UK (52%), followed by acquirers associated with China (30%) and acquirers associated with the United States (23%).
EC Proposes Settlement of Disparagement Investigation
The EC is consulting on commitments offered by Sanofi to settle an investigation into alleged disparagement of a competitor in breach of EU competition law rules on abuse of dominance. The consultation was announced on 7 July 2026, which is unusually soon after the formal start of the investigation on 26 June.
The EC launched the investigation based on a preliminary finding that Sanofi may be dominant in the market for enhanced flu vaccines in Germany and France. The EC also had “indications” that since 2024 the company may have pursued a misleading communication campaign aimed at healthcare professionals and targeting a competitor’s vaccine product called Fluad that competes with its Efluelda brand.
The campaign allegedly included several activities, including suggesting that the evidentiary basis for Fluad is weaker than that for Efluelda. That assertion contradicted the findings of the European Centre for Disease Control and national immunisation technical advisory groups (NITAGs) in Germany and France.
In addition, Sanofi allegedly misrepresented that the national vaccination recommendations for Fluad in Germany remained subject to unresolved scientific objections from medical professional societies.
To settle the investigation, Sanofi offered a range of commitments that would remain in force until March 2030. These commitments include various “proactive communications” including publishing a statement on its German website acknowledging the assessment of NITAGs that the two products are equivalent.
Sanofi also agreed various restrictions in its communications with healthcare professionals including not portraying Fluad negatively, or suggesting that Efluelda is safer or more effective, unless the statement is based on the summaries of product characteristics approved by competent health agencies or on head-to-head comparative studies meeting specified criteria.
The case provides another warning to companies potentially having a dominant position in a product or service of the need to be careful when discussing the merits of competitors with third parties. Untrue or misleading statements can give rise to an abuse of dominance investigation by a regulator or private claim for damages.
EC Settles Investigation Into Provision of Aftermarket Services
On 9 July 2026, the EC announced it settled an investigation into SAP’s activities in the provision of maintenance and support services for its enterprise resource planning (ERP) software. The EC had been assessing whether SAP infringed EU competition law by distorting competition in that aftermarket.
ERP software supports business functions such as managing corporate finances, human resources and project management. SAP provides services on premises (software runs on the customer’s own servers) or via cloud (software hosted on SAP’s servers and delivered over the internet).
SAP also provides maintenance and support (M&S) for its ERP software, which includes regular updates and technical assistance for its business customers to keep the software operational.
On a preliminary basis, the EC considered that SAP holds a dominant position in the on-premises aftermarket for its ERP software. The EC said third-party companies also provide these services and compete with SAP “often [on the basis of] better commercial conditions, such as price.”
The EC found on a preliminary basis that SAP had been engaging in four practices that could restrict competition in this market:
- Requiring customers to seek M&S services from SAP for all SAP on-premises ERP software and choose the same type of M&S under the same pricing conditions for all SAP on-premises ERP software. According to the EC, these requirements may prevent customers from “mixing and matching” M&S services from different suppliers at different price and support levels despite it being more convenient to do so.
- Preventing customers from terminating M&S services for unused software licences, which may result in SAP’s customers paying for unwanted services.
- Systematically extending the duration of the initial term of on-premises ERP licences, during which termination of M&S services is not possible.
- Charging reinstatement and back-maintenance fees to customers that subscribe to SAP’s M&S after a period of absence. In some cases, these fees correspond to the amount customers would have paid if they had stayed with SAP.
To settle the case, the EC accepted several commitments from SAP. The company will:
- Allow customers to choose different M&S service providers, different levels of support from SAP or none at all for each part.
- Allow customers to terminate their licences and the respective M&S fees in five specific scenarios.
- Give wider access to single-metric contracts, which provide an alternative way for calculating the licence fees based on which M&S fees are calculated in turn.
- Clarify its contractual provisions regarding the initial licence term, during which customers cannot terminate their support contracts, and refrain from restarting a new term for every additional licence purchase.
- Abolish reinstatement fees and reduce back maintenance fees charged to customers who return to SAP’s support after a period of absence.
- Create an internal clearing structure customers can turn to when they consider that SAP is not applying the commitments correctly.
The case should be of interest to any supplier of a product or service in a primary market that also provides service, support or spare parts for that product or service in the aftermarket. Even if the supplier is not dominant in the primary market, it can be dominant in a separate aftermarket relating to its products or services. Suitable competition compliance measures and training should be implemented.
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