Analysis Group Consultants Propose a “Theory of Benefits” for Weighing Efficiencies in EU Merger Review
November 11, 2026
To date, the European Commission’s Directorate-General for Competition (DG COMP) has never formally cleared a transaction solely on the ground of efficiencies and has largely treated efficiency claims as unsubstantiated for lack of rigorous supporting analysis. In turn, merging parties have been reluctant to invest substantially in putting forth well-documented efficiency arguments. Parties may also have been concerned that, historically, putting forward efficiency arguments may have signaled an admission of competitive concern. The result is a self-reinforcing equilibrium in which neither side invests in the analysis.
However, the Commission’s Draft Merger Guidelines, by encouraging the early submission of Theories of Benefits, may offer a way out of this situation. In an article published in CPI Antitrust Chronicle, Analysis Group Competition Expert Pierre Régibeau and Vice President Cyril Hariton argue that the Draft Guidelines are more than a symbolic gesture. Drawing on more than 25 years of experience assisting with and reviewing merger filings, the authors note that a sound acquisition decision should already rest on rigorous analysis of expected benefits, so the business case supplies much of the raw material. They then outline how to turn that work into a credible submission, covering the principal sources of merger benefits and the evidence that can support each. They also stress presenting these claims as a coherent narrative that is consistent with how the transaction was presented to the financial community and developed before the deal is announced.
Finally, the authors explain how to calibrate the effort to the expected difficulty of the review. They recommend a basic translation of the business case for straightforward transactions, a more developed “light story” where remedies may be needed, and a comprehensive Theory of Benefits where significant competitive concerns are likely.