French Competition Authority Sanctions a “Killer Acquisition” as an Abuse of a Dominant Position
November 10, 2025
On November 6, 2025, the French Competition Authority (“FCA”) fined Doctolib, a French health tech company, for abusing its dominant position. The FCA found, among other issues, that when Doctolib acquired MonDocteur, its closest competitor, it foreclosed the French market for online medical appointment booking services and made it more difficult for competitors to enter and grow in a still-evolving market. The FCA decision was guided by Doctolib’s internal documents showing an anticompetitive intent to remove MonDocteur as a competitive threat and to increase prices.
The FCA’s investigation followed a complaint by an industry participant and led to a dawn raid in 2021. The original transaction in 2018 was below the notification thresholds that would have triggered a review. The FCA’s decision comes after the European Court of Justice (“ECJ”) provided greater legal certainty to bring a case against below-the-thresholds acquisitions in its preliminary ruling in Towercast on March 16, 2023 (which itself clarified a 50-year old judgment).1 In this judgment, the ECJ ruled that an acquisition that falls below the merger control thresholds may, in certain circumstances, qualify as an abuse of dominance if it entrenches a dominant position. In particular, a concentration may be abusive if (i) the buyer, pre‑transaction, holds a dominant position in a given market; (ii) the target is an actual or potential competitor in that market; and (iii) “the degree of dominance […] reached [by the buyer] would substantially impede competition, that is to say, that only undertakings whose behaviour depends on the dominant undertaking would remain in the market.”2 The mere fact that a buyer’s position has been strengthened through an acquisition is, however, not sufficient for finding an abuse.3
Although the FCA’s full decision is not yet available, the authority’s press release provides helpful details on why the FCA concluded Doctolib’s 2018 acquisition of MonDocteur was abusive. The FCA found that “MonDocteur was acquired in order to eliminate the competition and foreclose the market.” This anticompetitive objective was established through internal documents, which showed that Doctolib wished to “kill the product” and that for Doctolib “the creation of value [...] is not the addition of [MonDocteur] but its disappearance as a competitor.” A document commissioned by Doctolib also stated that, following the acquisition, “Doctolib will operate without any competition in France.”4
The FCA also found that Doctolib gained 10,000 new healthcare professionals as a result of the acquisition and significantly and sustainably increased its market share. In addition, several internal documents showed that Doctolib saw the acquisition as a means of “reducing pricing pressure” and “increasing its prices by 10 to 20%.” Doctolib ultimately increased prices several times following the transaction (higher than initially planned).5
While the FCA’s Doctolib decision is the first of its kind in France, it is not the first in Europe. In 2024, the Belgian Competition Authority forced dominant national telecom operator Proximus to divest a company it acquired earlier in 2023 based on the Towercast case law.6
Those decisions, in line with the Towercast judgment, increase deal uncertainty for companies with strong market positions where these deals are not notifiable. A transaction may be below the merger control thresholds but not necessarily below the radar. Importantly, there is no time limit to initiate an investigation concerning potentially abusive acquisitions—thereby capturing both pre- and post-closing situations. The Doctolib decision exemplifies this—with the Doctolib’s acquisition of MonDocteur dating all the way back to 2018.
Particularly when acquiring nascent but close potential competitors, companies should be mindful that such acquisitions may be reviewed by competition authorities in Europe for abuse of dominance, including several years after closing. The Towercast case law complements the increased use by some national regimes of “call-in” powers that allow competition authorities to review transactions that fall below merger review thresholds.
Key Takeaways
In light of the Towercast case law that applies to all countries within the European Union, as well as increasing call-in powers, it is critical for companies engaging in M&A in Europe to perform a robust competitive analysis in the early stages of a proposed acquisition regardless of the size of the transaction. The Doctolib case is also a sharp reminder of the importance of drafting internal documents that accurately define the competitive dynamics in the industry and avoid language that can be interpreted as anticompetitive. As evidenced in the Doctolib case, there are many ways internal deal documents may come to the attention of competition authorities. In-house counsel communications are also not covered by European Union privilege—nor are they covered by national privilege rules in many EU jurisdictions. In Doctolib, the FCA relied on internal communications from in-house counsel advising against some of the sanctioned practices.7 It is therefore important and strategic to involve outside counsel in the preparation of the pre-transaction competitive analysis, the deal rationale, and deal documents more generally.
1 Case C‑6/72, Europemballage Corporation and Continental Can Company Inc. v. Commission, April 8, 1975, ECLI:EU:C:1975:50.
2 Case C‑449/21, Towercast v. Autorité de la concurrence, March 16, 2023, ECLI:EU:C:2023:207, para. 52, emphasis added.
3 Ibid.
4 French Competition Authority, The Autorité fines Doctolib €4,665,000 for abusing its dominant position in the online medical appointment booking and remote medical consultation solutions sector, press release of November 6, 2025.
5 Ibid.
6 Belgian Competition Authority, L’Autorité belge de la Concurrence ouvre une instruction d’office concernant un possible abus de position dominante de Proximus dans le cadre de la reprise d’edpnet, en application de la jurisprudence Towercast, press release of March 22, 2023.
7 Ibid., fn. 4.
This memorandum is a summary for general information and discussion only and may be considered an advertisement for certain purposes. It is not a full analysis of the matters presented, may not be relied upon as legal advice, and does not purport to represent the views of our clients or the Firm. Riccardo Celli, an O’Melveny partner licensed to practice law in Brussels-Capital Region, England and Wales, and Italy; Stéphane Frank, an O’Melveny partner licensed to practice law in Brussels (Belgium) and Paris (France); Vanessa Turner, an O’Melveny partner licensed to practice law in Brussels-Capital Region, Düsseldorf (Germany), and England and Wales; and François Vanherck, an O'Melveny counsel licensed to practice law in Paris (France), contributed to the content of this newsletter. The views expressed in this newsletter are the views of the authors except as otherwise noted.
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