The European Commission’s draft merger guidelines promise a more dynamic approach to innovation, scale, investment, resilience, and sustainability. But will that ambition change enforcement—or simply expand the Commission’s discretion? Anna Tzanaki, Senior Lecturer in Law at the University of Leeds, joins Bilal Sayyed to discuss the draft. Anna and Bilal discuss the Draghi Report’s political influence, the innovation shield, theories of benefit and harm, common ownership, sustainability, and links to the Digital Markets Act. Tzanaki argues that merger analysis must look inside firms: at management teams, business strategy, investor influence, capabilities, and channels of control. Otherwise, “it’s just buzzwords.” Anna and Bilal consider whether DG Competition has the institutional culture and multidisciplinary expertise needed to implement a dynamic framework—and whether the final guidelines can preserve legal certainty while responding to Europe’s competitiveness concerns. Full transcript of episode (https://tinyurl.com/9mthjuwr)
The European Commission’s draft merger guidelines arrive at an unusual moment. Europe is debating competitiveness, innovation, resilience, sustainability, and the unfinished work of building a genuinely integrated market. The Draghi Report pressed those concerns; President von der Leyen demanded movement; and DG Competition produced a draft that is more open to dynamic analysis than many observers expected. Anna Tzanaki joins Bilal Sayyed to ask what has really changed.
Tzanaki sees a philosophical shift. Merger control no longer stands apart as a purely technocratic exercise. The draft places it within the EU’s broader economic project and gives new prominence to scale, investment, innovation, and theories of benefit. The innovation shield, the recognition that acquisitions can provide an important exit path for startups, and the wider discussion of efficiencies all signal a Commission willing to consider how transactions may strengthen capabilities over time.
That dynamic approach does not simply favor mergers. It also supports more ambitious theories of harm, including losses of specific or general innovation competition, entrenchment, portfolio effects, and common ownership. The harder question is how to distinguish a merger that eliminates valuable independent research from one that combines duplicative efforts, complementary assets, or a management team capable of producing more together. Invoking innovation is not enough. Authorities need evidence connecting research efforts, capabilities, likely success, and future products.
The conversation then turns to Tzanaki’s distinctive contribution: corporate governance. Competition analysis often looks at firms from the outside, using market shares, concentration, and incentives. But common ownership, minority shareholdings, management acquisitions, and innovation capabilities require an account of what happens inside the company. Who influences the board? What information moves between firms and investors? How do activist and institutional shareholders differ? Does an interlocking director spread useful knowledge, soften competition, or both?
Tzanaki resists treating common ownership as inherently harmful. Shared investors may create competitive risks, but they may also improve governance, diffuse expertise, support startup growth, ease collective-action problems, or advance sustainability goals. A merger may even reduce a preexisting common-ownership concern. The effect depends on the shareholdings, the transaction structure, and the actual channels of influence.
The final part of the discussion focuses on institutions and legal certainty. A dynamic framework demands more than traditional law and industrial-organization economics. Agencies may need deeper expertise in corporate law, strategy, technology, organizational behavior, and experimental methods. They also need trust between political leaders and career staff: leadership can set a new direction, but staff must translate it into disciplined analysis.
The draft deserves credit for its ambition. Yet its many theories and soft factors may give the Commission more discretion while weakening the structural signals on which parties once relied. The central question is therefore practical: do the guidelines guide? The final text should help companies frame evidence, discipline staff analysis, and give courts reviewable principles. Otherwise, a richer vocabulary could produce less predictability.