Brussels Regulatory Brief: May/June 2025

Antitrust and Competition

The European Commission Imposes First Digital Markets Act Fines on Apple and Meta

On 23 April 2025, the European Commission (Commission) has issued its first ever fines under the Digital Markets Act (DMA): a €500 million fine on Apple for violation of the DMA’s prohibition of anti-steering provisions for app stores, and a €200 million for Meta’s “pay or consent” model that was found to be a violation of the DMA’s requirement of seeking user consent for gatekeepers before combining user data between their different services.

The European Commission launches Two Parallel Public Consultations on the Review of the EU Merger Guidelines

On 8 May 2025, the Commission launched a far-reaching public consultation process to amend both the horizontal and nonhorizontal merger control guidelines, which describe the framework applied by the Commission to assess the competitive impact of transactions. 

The European Commission Fines Food Delivery Companies €329 Million for Participation in Online Food Delivery Cartel

On 2 June 2025, the Commission fined Delivery Hero and Glovo for having engaged in anti-competitive collusion in the online food delivery sector. The conduct targeted by the Commission included (i) no-poach agreements between the parties concerning each other’s employees, (ii) the exchange of commercially sensitive information—strategic and pricing data—between them and (iii) market allocation, pursuant to which the two companies agreed to stay out of each other’s geographic markets and coordinated expansion into new territories. The case was concluded under the Commission’s cartel settlement procedure.

Financial Affairs

The Council and the European Parliament Continue Work on Omnibus Package

The Council and the European Parliament continue refining the Omnibus II proposal to streamline sustainability reporting and due diligence rules. 

The European Commission Proposes Revision of Securitisation Framework

The Commission is proposing a revision of the EU Securitisation Framework to reduce regulatory burdens, enhance clarity and better align capital and liquidity rules with actual market risks. 

Energy

The European Commission Proposes to Phaseout Russian Gas and Oil imports

On 17 June, the Commission announced a legislative proposal aimed to gradually phase out all imports of Russian gas and oil to the European Union by the end of 2027. The goal of the proposal is to strengthen Europe’s energy and economic security by ending the reliance on Russian fossil fuels. The European Union has repeatedly accused Russia of weaponizing its energy supplies, particularly following the beginning of the war in Ukraine. 

Antitrust and Competition

The European Commission Imposes First Digital Markets Act Fines on Apple and Meta

On 23 April 2025, the European Commission  has issued its first ever fines under the DMA: a €500 million fine on Apple for violation of the DMA’s prohibition of anti-steering provisions for app stores, and a €200 million for Meta’s “pay or consent” model that was found to be a violation of the DMA’s requirement of seeking user consent for gatekeepers before combining user data between their different services.

The fines are well below the theoretical maximum that the Commission could have imposed (up to 10% of the worldwide turnover), but they still remain quite significant given the very short duration of these infringements (13 months for Apple, and eight months for Meta). Both Apple and Meta are also subject to a cease-and-desist order requiring them to comply with the DMA within 60 days, and failure to comply will trigger additional periodic penalty payments. 

Apple: Infringement of Anti-Steering Provisions

Article 5(4) of the DMA requires app stores of designated gatekeepers such as Apple to allow business users, essentially app developers who sell their apps through Apple’s App Store (the App Store), to (i) communicate and promote offers, including under better terms and conditions to all of their end-users, including end-users that the app developers acquired through the App Store; and (ii) conclude contracts with those end-users outside the App Store.

The Commission found the App Store business terms, including both Apple’s original business terms and revised business terms adopted to comply with the DMA, contained restrictions on steering that breached Article 5(4) of the DMA, as these restrictions made it more difficult for developers to promote lower cost offers on other platforms for customers acquired through App Store.  

Meta: Consent Practices in Ad-Supported Services

The Commission fined Meta €200 million for breaching Article 5(2) of the DMA for a period of eight months from March 2024 to November 2024, when Meta’s new ads model was introduced.

Under Article 5(2) of the DMA, designated gatekeepers such as Meta must seek users’ consent for combining their personal data between designated core platform services and other services, and if such a user refuses such consent, the user should have access to a “less personalized but equivalent alternative”. Article 5(2) DMA further states that gatekeepers cannot make use of the service or certain functionalities conditional on users’ consent.

The Commission found that the model failed to offer a free alternative that would be equivalent to the personalized ads service and that the model did not allow users to exercise their right to freely consent to the combination of their personal data, as Meta failed to provide the option of an equivalent service that uses less of their personal data, notably for the personalization of their advertising.

The European Commission Launches Two Parallel Public Consultations on the Review of the EU Merger Guidelines

The Commission has recently announced the most significant overhaul of the EU merger control rules in two decades. The overhaul consists in the revision of the EU merger guidelines (Guidelines), which consist of two documents: (i) the horizontal merger guidelines adopted 21 years ago; and (ii) the nonhorizontal merger guidelines adopted 17 years ago. 

The Commission has launched two consultations inviting third-party comments: 

• A general consultation with high-level questions on the principles that the Commission should rely on to assess mergers under the European Union Merger Regulation; and 
• An in-depth consultation targeted to stakeholders with technical merger control expertise focusing on seven specific topics: 

Topic A: competitiveness and resilience 
Topic B: assessing market power using structural features and other market indicators
Topic C: innovation 
Topic D: decarbonisation
Topic E: digitalisation 
Topic F: efficiencies 
Topic G: public policy, security and labour considerations 

The deadline for both consultations is 3 September 2025. After the consultation process is completed, the Commission will publish the results of the consultation by the end of 2025. After that the Commission will publish draft Guidelines, which will be followed by specific stakeholder workshops, with a goal of ultimately adopting revised Guidelines by the last quarter of 2027. In parallel, the Commission launched a call for tender for an economic study on the dynamic effects of mergers on 25 March 2025. This shows the emphasis that the Commission wants to give to dynamic considerations in its merger assessment.

The major overhaul of the Commission’s Guidelines is triggered by strong political pressure to strengthen the European economy. The initial trigger for the revision was the September 2024 Draghi Report on the Future of European Competitiveness (the Draghi Report), which criticized past merger control decisions of the European Commission for an overly static and backward-looking approach focusing on market shares and calling for a “more forward-looking and agile” approach that would allow the creation of EU champions that would be able to compete more effectively in global markets.  

The Draghi Report recommended a revision of the merger guidelines to explain how the Commission would assess the impact of mergers on incentives to innovate and advocated for a broad “innovation defence” that would allow companies—in particular, European companies—to achieve the scale needed to compete globally.¹  

The Commission President von der Leyen welcomed the Draghi Report as a blueprint for EU economic resilience. The September 2024 Mission Letter to Executive Vice President and Competition Commissioner Teresa Ribera stressed the need to “modernise the EU’s competition policy to ensure it supports European companies to innovate, compete and lead world-wide” and asked for an amendment of the Commission’s horizontal merger guidelines focusing on the EU economy’s more acute needs in respect of resilience, efficiency and innovation.² 

In its May 8 statement, the Commission announced a much more comprehensive review of not only the horizontal but also the nonhorizontal merger guidelines. The Commission justified the more extensive overhaul by: (i) the major economic shifts in the European Union and global economy of the past two decades, including digitalisation, geopolitical developments and sustainability; and (ii) the need to codify the decisional practice and case law of the Commission and the EU courts.  

Based on the above, this review suggests that the Commission is exploring whether and to what extent broader policy factors other than consumer welfare will be factored into the Commission’s merger assessment, ranging from resilience to dynamic merger assessments, sustainability, and even labour considerations. The trend is clearly towards a more forward-looking, qualitative approach, which will no longer rely only on market shares or other quantitative parameters for merger control enforcement. The challenge for the Commission will be to provide Guidelines that give a sufficient degree of predictability while at the same time accommodating the new policy priorities.

The European Commission Fines Food Delivery Companies €329 Million for Participation in Online Food Delivery Cartel

In June 2022 and November 2023, the Commission conducted unannounced inspections at the premises of Delivery Hero and Glovo and formally opened an investigation in July 2024. On 2 June 2025, the Commission fined these two food delivery companies a total of €329 million for participating in a 4-year long cartel in the online food delivery market.

The Commission found that the collusion was facilitated by the acquisition by Delivery Hero of a minority noncontrolling stake in Glovo in July 2018 (which was later followed by the acquisition of sole control over Glovo in July 2022). The Commission fined Delivery Hero for the period until the acquisition of Glovo was completed, as up until closing Delivery Hero and Glovo were technically two separate undertakings and the EU antitrust rules remained applicable. 

In its decision, the Commission found that the companies had engaged in three forms of anti-competitive coordination:

Not to Poach Each Other’s Employees

When online food delivery company acquired a minority noncontrolling stake in a competing undertaking, the shareholder’s agreement between the parties included a reciprocal no-hire clause for certain employees and that this arrangement was subsequently extended to restrict the companies from poaching one another’s employees. 

To Exchange Commercially Sensitive Information

The undertakings exchanged competitively sensitive information, notably on their respective commercial strategies, prices, capacity, costs and product characteristics. This coordination enabled the companies to align and influence their respective market conduct.

To Allocate Geographic Markets

In particular, the two companies agreed to allocate the national markets for online food delivery in the European Union, by removing all existing geographic overlaps between them, by avoiding entry into their respective national markets and by coordinating which of them should enter in markets where neither was present yet.

According to the Commission, these three practices amounted to a single and continuous infringement of Article 101 TFEU. The €329 million fine is lower than it would have been imposed under the normal cartel procedure, because the parties agreed to enter into the cartel settlement procedure, whereby they explicitly acknowledged wrongdoing.

This case is significant for two reasons: (i) it signals the Commission’s enforcement priority to go after no-poach agreements, particularly regarding low level employees as was the case here; (ii) it highlights the dangers of minority shareholdings.  

Labour markets are a priority for antitrust enforcers across the globe for some years, with actions already taken in the United Kingdom and the United States. This decision follows a 15 May 2025 from Advocate General Emiliou in the Tondela Case (Case C 133/24)  at the Court of Justice of the European Union, proposing that no-poach agreements constitute by-object (i.e., hardcore) restrictions under EU competition law. This area will remain subject to antitrust scrutiny.

The case is also a reminder of the potential pitfalls of minority shareholdings. On the merger control front, the Commission routinely assesses the potential anti-competitive effects of such stakes in merger control proceedings, focusing in particular on the impact of such minority stakes on incentives to compete as well as on potential collusive effects through the exchange of competitively sensitive information. On the antitrust front, this case is a cautionary tale for progressive acquisitions of companies, as it is a clear signal that until and unless the deal closes, the antitrust rules remain in full force. In both cases, the acquisition of a minority stake in a competitor raises antitrust risks that the acquirers will need to assess and implement the appropriate safeguards.

Financial Affairs

The Council and the European Parliament Continue Work on Omnibus Package

On 23 June, Member States in the Council of the European Union (the Council) adopted their negotiating position on the “Omnibus II” proposal, a legislative package aimed at simplifying existing rules under the Corporate Sustainability Reporting Directive (CSRD) and the Corporate Sustainability Due Diligence Directive (CS3D). Check this article for a summary of the initially proposed amendments and this one for the changes already approved under “Omnibus I”. 

The Council’s position introduces several key amendments to the Commission initial proposal. It notably revises the scope of application of both CSRD and CS3D: as regards CSRD, the Council maintained the Commission’s threshold of more than 1,000 employees but added a new requirement of a minimum €450 million in net turnover; for CS3D, the scope is further narrowed to companies with at least 5,000 employees and €1.5 billion in net turnover.

In addition, under CS3D, the Council is proposing to introduce a risk-based approach to the identification and assessment of actual and potential adverse impacts, whereby due diligence obligations would be confined to the company’s own operations, its subsidiaries and direct business partners (tier 1). The obligation to adopt climate transition plans is further clarified and Council is proposing to postpone its application by two years. Furthermore, its mandate maintains the Commission’s earlier proposal to remove the harmonized civil liability regime and postpones the transposition deadline for Member States by one year (26 July 2028).

On 24 June, Members of the European Parliament’s (MEPs) Committee on Legal Affairs (JURI) held initial discussions on the draft report prepared by lead rapporteur Jörgen Warborn (European People’s Party, Sweden). The draft proposes that the obligations under both CSRD and CS3D should apply only to companies with at least 3,000 employees and an annual turnover of €450 million. It also proposed to remove the obligation to adopt and implement a climate transition plan under CS3D. On due diligence obligations, the draft encourages companies to take a broader approach by assessing where adverse impacts are most likely to occur across their entire value chain.

MEPs had until 27 June to propose amendments. Currently, a vote in JURI is scheduled for mid-October 2025, followed by a plenary vote later that month. Inter-institutional negotiations will then begin among the European Parliament, Member States in the Council and the Commission in order to finalize the legislation.

The European Commission Proposes Revision of Securitisation Framework

On 17 June, the Commission adopted a legislative package aimed at revising the EU Securitisation Framework. The goal is to simplify the regulatory landscape, reduce administrative burdens for financial institutions and better align the framework with market realities.

The package includes proposed amendments to the Securitisation Regulation, the Capital Requirements Regulation (CRR) and the Liquidity Coverage Ratio (LCR) delegated act. In relation to the Securitisation Regulation, the Commission proposes to introduce clear definitions for public and private securitisations, clarify which services fall within the updated scope, simplify due diligence and risk retention obligations for investors and streamline reporting requirements (particularly for private transactions and granular short-term assets). The proposal also strengthens supervisory oversight and enhances the role of the European Banking Authority in market monitoring.

Under CRR, the Commission aims to recalibrate capital requirements, often considered as overly conservative, especially for senior and high-quality securitisation exposures. It introduces a new category (resilient securitisation positions) to better reflect actual risk and promote more efficient capital treatment.

Amendments to the LCR delegated act are designed to ease the inclusion of certain securitisations in banks’ liquidity buffers. While maintaining essential conditions such as credit ratings and transparency, the changes would relax current eligibility criteria to improve the treatment of high-quality securitisations in liquidity calculations. A public consultation on the proposed changes to the LCR delegated act is open until 15 July.

As for next steps, the proposed revisions to the Securitisation Regulation and CRR will undergo the ordinary legislative procedure, requiring agreement between the European Parliament and the Council. The amendments to the LCR delegated act will automatically take effect unless the European Parliament or the Council raises a formal objection within two months from its submission.

Energy 

The European Commission Proposes to Phase-out Russian Gas and Oil Imports

On 17 June, the Commission announced a legislative proposal-a draft Regulation-aimed to gradually phase out all imports of Russian gas and oil to the European Union by the end of 2027. The goal of the draft Regulation is to strengthen Europe’s energy and economic security by ending the reliance on Russian fossil fuels. The choice of a Regulation–as opposed to a Directive–means that its provisions will be directly applicable at the EU level without any national implementation measures required by the European Union Member States. The European Union has repeatedly accused Russia of weaponizing its energy supplies, particularly following the beginning of the war in Ukraine. 

The proposal establishes a gradual phase-out process, providing the industry with predictability and time to adapt. The phase-out stages are as follows:

• General ban: The draft Regulation prohibits as of 1 January 2026 Russian gas imports based on new contracts (concluded after 17 June 2025) and bans Russian gas imports under all existing contracts by end of 2027.
• For existing short-term contracts, the prohibition will apply as of 17 June 2026 for those importers that can demonstrate that these were concluded before 17 June 2025 and have not been amended thereafter.
• An exception is made for long-term contracts, for which the prohibition will apply as of 1 January 2028, provided that importers can demonstrate that long-term contracts were signed before 17 June 2025 and have not been amended thereafter.  
• The legislation also prohibits LNG terminal services for customers from Russia or controlled by Russian undertakings as of 1 January 2026 to help redirect terminal capacity towards alternative suppliers.

To enhance transparency and monitor the phase-out effectively, importers with Russian gas supply contracts will be required to disclose detailed contractual information to the European Commission and national authorities. This includes data on volumes, contract duration and delivery terms. For LNG, importers will have to provide specifics on the port of loading and delivery schedules. This traceability framework is designed to provide a clear picture of the European Union’s exposure and ensure the import ban is effectively implemented.

EU Member States still importing Russian oil and gas will be required to develop and submit national diversification plans by 1 March 2026. These plans must outline concrete measures and milestones for the gradual elimination of imports, identifying alternative supplies and addressing any technical or regulatory barriers. 

Next steps: The proposal will now be reviewed and likely amended by the Council (EU national governments) and the European Parliament. The negotiated compromise between the two institutions will eventually become law, expected before the end of the year.