In a recent and widely discussed LinkedIn post, Axel Desmedt, President of the Belgian Competition Authority (BCA), reignited debate in the antitrust and M&A communities by calling for the introduction of a ‘call-in power’ in Belgium. Desmedt argues that the country urgently needs a mechanism that allows the authority to review acquisitions that fall below existing merger control thresholds but could still harm competition.
In a rapidly evolving economic landscape, even seemingly minor transactions can have outsized consequences for competition and innovation. That reality is at the heart of a recent proposal by Axel Desmedt, President of the Belgian Competition Authority (BCA), who has called for Belgium to adopt a ‘call-in power’ allowing the authority to scrutinize acquisitions that fall below traditional merger control thresholds.
The proposal, initially shared in a LinkedIn post that sparked conversation across regulatory and legal circles, aims to modernize Belgium's oversight capabilities in line with growing international concerns around roll-up and killer acquisitions.
Desmedt, who assumed leadership of the BCA on March 1, 2024, framed the call-in power as a necessary addition to the authority's toolkit. "More and more often, even smaller acquisitions appear to carry strategic risks for competition", he wrote. "Think of roll-up acquisitions or killer acquisitions that can undermine innovation or market dynamics. Since such acquisitions sometimes fall below the notification thresholds, they escape traditional merger control."
The problem with threshold-based review
Belgium's current merger control regime is built around quantitative thresholds. Specifically, a transaction must be notified to the BCA if both parties each have a turnover of at least 40 million euros, and their combined turnover reaches 100 million euros. Some of these thresholds are high compared to other countries in Europe, which allows some of the transactions to remain unnotified to the BCA.
"In Belgium, our thresholds – particularly the individual ones – are relatively high compared to other member states", he explains in a conversation with the M&A Community Belgium. "This means certain acquisitions can slip under the radar, even if they have could have a negative impact on the sector."
That loophole is particularly concerning in cases where a dominant player acquires a small but strategically important competitor, a hallmark of so-called killer acquisitions. Desmedt also pointed to roll-up strategies – a series of smaller acquisitions that, taken individually, may appear benign but together result in significant market concentration.
Towercast: A tool with limits
At present, Belgium does have a legal fallback for unnotified mergers through the ‘Towercast’ doctrine, derived from Article 102 of the Treaty on the Functioning of the European Union (TFEU). This mechanism allows authorities to challenge deals post-closing if they are found to strengthen or create a dominant market position. While useful, Desmedt argued that Towercast is not an ideal substitute for a pre-transaction review process.
"The context of a Towercast case is very different from that of a standard notification", he says. "A notification is a standard administrative process. But a Towercast procedure is enforcement-driven and results from an alleged infringement of competition rules. It starts with an investigation, and that’s a very different legal framework."
The BCA recently used Towercast in two cases, including the much-publicized Proximus–EDPnet acquisition. In that deal, one of Belgium's largest telecom operators acquired the last major independent alternative operator active on the VDSL-network of Proximus. While not a classic killer acquisition, it did raise serious concerns about competition.
The other case, involved two leading players in a niche market (producers and suppliers of flour to artisan bakeries) whose turnovers fell under the notification thresholds, a move that allowed them to avoid notification despite the creation of a strong market position on the relevant market affected by the transaction. "That case was also assessed under Towercast, but under Article 101, for restrictive agreements", Desmedt notes. "Not under Article 102, which concerns abuse of dominance."
What would a Belgian call-in mechanism look like?
Desmedt emphasizes that introducing such a mechanism would require legislative action. "We can make suggestions, but the minister and the legislator must be convinced. The decision on possible changes to the law in this respect ultimately lies with the majority in the Parliament", he says.
When asked how such a system might operate, Desmedt pointed to models in other European countries. Italy, for instance, has clear criteria: the transaction must be no more than six months old, involve parties meeting certain national or global turnover thresholds, and raise concerns about harm to competition in a national or regional market. Ireland, on the other hand, uses a far more flexible approach, allowing the authority to call in any transaction that could affect competition, with a 60-day decision window following public announcement.
Desmedt believes a Belgian model should strike a balance between clarity and flexibility. "We want something that’s predictable for companies, while still being effective", he states. "There could be different levels: informal consultation, voluntary notification, and mandatory notification if certain thresholds are met."
Crucially, Desmedt stresses the need for legal certainty. "You can’t go back indefinitely, so a time limit is important", he says. "The criteria must be as clear as possible, to avoid reluctance from companies vis-à-vis this tool."
European context: Illumina/Grail and NVIDIA
Some observers have linked Desmedt’s call to recent European cases, notably Illumina/Grail and NVIDIA. In Illumina/Grail, the European Commission sought to block a deal even though it fell below EU and national thresholds. The EU Court of Justice eventually ruled that the Commission lacked a clear legal basis, casting doubt on how Article 22 referrals are used.
"Illumina/Grail is not the reason for this proposal", Desmedt clarifies. "But it does highlight the relevance of the call-in mechanism. It shows why it’s important."
Desmedt also points to the ongoing NVIDIA case, which challenges the Commission’s acceptance of a referral from Italy. Although the Commission found no competition concerns, the legal basis is being contested. "So yes, that development affects things", he says. "But again, it’s not the main reason for this proposal."
Emerging business models and sectors at risk
Desmedt emphasizes that Belgium is not immune to the broader European trend of stealth consolidation. While not yet systemic, the BCA has seen patterns that resemble roll-up strategies in sectors such as healthcare, animal medicine, fuel retail, ICT services and real estate. In some cases, Belgian firms have engaged in roll-ups abroad, particularly in the Netherlands.
A notable example he cites is the consolidation of car dealerships, a trend driven not only by market logic but also by the electrification of the automotive industry. "It’s becoming increasingly difficult for independent dealers to compete in terms of expertise, parts, and technology", Desmedt explains. "There’s a vertical integration underway."
Informal contact and early guidance
Even without a formal mechanism, the BCA maintains an open-door policy for informal consultations. "We’re seeing regular visits from lawyers", Desmedt notes. "And depending on how this develops, we may issue guidelines like those in Ireland, Hungary, and Denmark."
He also reassured the business community that the goal is not overreach. "This is not about controlling every small deal. It’s about filtering out the problematic ones. We want a clear, legally defined framework that meets the challenges of some of today’s acquisition practices."
Next steps and implementation timeline
Desmedt is realistic about the timeline. "If and once there’s political agreement, things can move quickly. But realistically, we should count on at least a year. This won’t happen in the next six months. I would also recommend to hold a public consultation on possible proposals."
As Belgium considers the next phase in its competition policy, Desmedt’s proposal signals a broader shift in regulatory thinking, one that aims to adapt legacy frameworks to the realities of today’s rapidly consolidating markets. Whether the call-in power becomes law remains to be seen, but the conversation it has sparked is already shaping the future of merger oversight in Belgium and beyond.
