Similar facts, similar legal toolkit, yet a different outcome. Live Nation’s recent acquisitions illustrate a markedly different application of the Towercast jurisprudence in the neighbouring jurisdictions of Belgium and France. In this article Stibbe sets out the underlying facts, explains how matters might have unfolded differently for Live Nation, and offers some key takeaways for practitioners and companies.
Live Nation is a US-based group active in artist promotion, the organisation of concerts and festivals, ticket distribution (under the Ticketmaster brand and through white-label services) and ticketing solutions. It is widely regarded as the largest concert promoter in the world.
When Live Nation announced on 8 October 2025 that it was acquiring Pukkelpop, one of the largest independent music festivals in Belgium, the news provoked a strong public outcry in Belgium. One month later, on 12 November 2025, Vice-Prime Minister and Minister for Economic Affairs David Clarinval instructed the Belgian Competition Authority (“BCA”) to open an investigation and scrutinise the transaction. However, the transaction was not reportable for merger control review by the BCA, as it did not meet the domestic notification thresholds at the time. As a result, the BCA carried out an independent investigation based on the competition rules regarding the abuse of a dominant position (Article IV.2 of the Code of Economic Law (“CEL”) and Article 102 of the Treaty on the Functioning of the European Union (“TFEU”)), as applicable to non-reportable concentrations under the Towercast jurisprudence of the Court of Justice of the European Union. On 11 September 2026, the BCA adopted a decision closing its proceedings on the basis of Live Nation’s commitment to transfer full operation of Pukkelpop to an organisation controlled by one of its founders, thereby preserving the festival’s independence for at least ten years.
In France, Live Nation pursued a similar transaction. On 6 January 2026, it announced the acquisition of the Plénitude Arena (formerly Paris La Défense Arena), a 45,000-capacity indoor venue in Nanterre, in the La Défense district west of Paris, which hosts concerts, shows, and sporting and corporate events, and is currently the largest indoor venue in Europe. Following several months of exchanges between the French Competition Authority (“FCA”) and Live Nation, Live Nation notified the proposed acquisition on 23 June 2026 under the then applicable merger control rules. Pursuant to French law 2026-403 of 26 May 2026 on economic simplification, which amended the French notification thresholds with effect from 1 September 2026, Live Nation withdrew its notification, as the new thresholds set out in the law were no longer met. The FCA apparently did not open an abuse of dominance investigation under Towercast because proving that Live Nation held a dominant position would have been too difficult. The FCA concluded that the acquisition of the Plénitude Arena was a vertical merger in a market where the buyer lacked a clearly dominant position in France.[1]
Even though the FCA opted not to open an investigation under Towercast based on Article 102 TFEU, it is surprising that it did not investigate the transaction under Article 101 TFEU, the prohibition of illegal coordination, particularly in light of the precedent set by the BCA last year in the Dossche Mills/Ceres case. On 17 January 2025, Dossche Mills, one of Europe's leading milling companies, announced the acquisition of the commercial activities of competitor Ceres in the artisanal bakery segment. The BCA was informed that the turnover of the activities to be acquired did not meet the statutory merger control thresholds and that, consequently, the acquisition did not need to be notified under the ex ante merger control regime. Five days later, in the absence of call-in powers under the national merger control system, the BCA decided to open an ex officio investigation into a possible infringement of Article 101 TFEU and/or Article IV.1 CEL. After being informed of the investigation's findings, Dossche Mills and Ceres decided not to proceed with the transaction. In its decision of 16 June 2025, the BCA stated that the assessment of the effects of a concentration not subject to a merger control notification requirement - whether it falls under Article 101 or 102 TFEU and Article IV.1 or IV.2 CEL - can in turn draw on the well-established and stable analytical framework developed for assessing mergers under EU merger control, in particular for reasons of legal certainty.
Although the FCA could have investigated Live Nation's acquisition of the Plénitude Arena under Towercast based on Article 101 TFEU, as the BCA did in a comparable situation, it chose not to, despite the presence of competition concerns, and instead opted to take note of the withdrawal of the notification by Live Nation and remain vigilant with regard to the transaction and its consequences on the markets concerned. This is a remarkable position taken by the FCA, particularly given the explicit reference in its press release to competition concerns regarding the transaction, stating that, at the date of withdrawal, the FCA had not ruled out the possibility of harm to competition.[2]
One can only guess the outcome of the investigation but given Live Nation’s own statement on its website that Live Nation France is today the leading concert promoter in France, the existence of foreclosure concerns would not seem an unreasonable outcome of a possible investigation. The FCA’s reluctance to proceed with a Towercast investigation based on Article 101 TFEU has clearly benefitted Live Nation as it can proceed with the transaction and further serves as a telling illustration of divergence among authorities in the practical enforcement of the Towercast jurisprudence.
Key takeaways:
- The adjustment of French notification thresholds (possibly in anticipation of call-in powers) and the diverging application of the Towercast jurisprudence both benefitted Live Nation: competition concerns led to commitments in Belgium, but to no action in France.
- The BCA has shown itself as a leading competition authority when it comes to the practical enforcement of the Towercast jurisprudence.
- Two competition authorities in neighbouring countries at the heart of the EU apply the Towercast jurisprudence differently, adding to legal uncertainty, as the same set of facts produces different outcomes across the bloc.
[1] GCR 2 October 2026, Live Nation arena acquisition escaped Towercast scrutiny in France.
[2] Press release FCA: https://www.autoritedelaconcurrence.fr/en/press-release/acquisition-plenitude-arena-live-nation-autorite-will-not-examine-transaction-under.
Authors:
- Carl Wettinck, Senior Associate at Stibbe
