The show must go on (independently): Live Nation's acquisition of Pukkelpop and behavioral commitments under the Towercast doctrine

In a press release dated 11 September, the Belgian Competition Authority (BCA) announced that it had concluded its investigation into Live Nation's intended acquisition of Pukkelpop, one of Belgium's largest music festivals.1

Founded in 1985 by its long-standing CEO Chokri Mahassine, Pukkelpop's proposed sale to Live Nation drew the attention of the Belgian Minister of Economic Affairs, who ordered the BCA to investigate. The Minister pointed to Live Nation's presence throughout the global value chain for the organization of live music events, as well as its considerable footprint on the Belgian market, where it already owns three of the country's largest festivals (Rock Werchter, Dour and Graspop). Live Nation is also active in the management of large concert venues – such as Forest National in Brussels and the Lotto Arena in Antwerp – and operates the ticket sales platform Ticketmaster.2

The transaction could potentially result in a substantial further consolidation in the ownership of large-scale music festivals. In addition, given Live Nation's activities in artist booking services, the BCA was concerned that the acquisition would foreclose competing festivals' access to certain artists, while simultaneously shutting out rival booking providers from Live Nation's own events. The conglomerate effects of the transaction also formed a key element of the BCA's assessment.

As the transaction did not meet Belgian merger control thresholds, the BCA conducted its investigation through the lens of abuse of dominance, relying on Article 102 TFEU and its national equivalent, Article IV.2 of the Code of Economic Law – an approach made possible by the Towercast judgment.3 Following earlier inquiries in the optical cable4 and bakery sectors5, this marks the BCA's third such investigation, cementing its role as a frontrunner in applying this landmark case law.

Ultimately, Live Nation accepted commitments that, while leaving it with formal ownership of Pukkelpop, significantly curtail its effective control over the festival. All of Pukkelpop's assets and operations will be transferred to an entity controlled by the festival's founder, Chokri Mahassine, for a period of ten years. The aim is to ensure that this operating entity retains full, independent control over all artistic, commercial and other decisions relating to the festival's organization – from the choice of artists and booking agents to programming. As the BCA's Prosecutor General put it, the decision was motivated by the wish to preserve the "diversity and independence within the Belgian festival scene by allowing Pukkelpop to continue operating as a distinct festival with its own artistic identity and organizational autonomy".6

The BCA's investigation into Pukkelpop is symptomatic of two ongoing trends in European merger enforcement:

First, it is another prominent instance of proactive sub-threshold merger enforcement in the wake of the Illumina/Grail saga. Most Member States now acknowledge the need to scrutinize mergers that fall short of the ordinary turnover thresholds – particularly so-called "killer acquisitions" – but their approaches vary widely. Germany and Austria, for instance, have taken a more conservative route by adopting subsidiary transaction-value thresholds in their national merger control regimes7, prioritizing legal certainty. Other countries, such as Italy and Denmark, have implemented or are currently implementing call-in mechanisms that would allow national competition authorities to review concentrations of particular interest.

While Towercast offered a convenient fallback after the ECJ refused to permit referral of sub-threshold mergers under Article 22 EUMR in Illumina/Grail8, it does not afford the full protection of an ex ante review with a standstill obligation. National competition authorities must therefore devote substantial resources to detect concentrations before they close or, as in Pukkelpop's case, rely on an external tip-off. That the Economic Affairs Minister had to order the review himself underscores the "handbrake" character of Towercast: where national merger control regimes fall short for want of tailored thresholds, ad hoc enforcement becomes an increasingly useful – if imperfect – stopgap.

For merging parties, a Towercast-based investigation carries significant uncertainty: the cost of an unexpected ex post review may lead the parties to abandon the concentration altogether, as happened in the BCA's bakery investigation. The BCA is well aware of these shortcomings and has announced plans to explore a new statutory call-in mechanism under national law. It specifically identifies "roll-up" or serial acquisitions by large market players as a worrying trend not adequately addressed by existing turnover thresholds.9 The concrete framework and scope of this new mechanism remains to be seen, especially whether the BCA will publish guidelines which would allow merging parties to assess the risk of their concentration being called in.

The second trend indicator lies in the commitments themselves. Notably, these aim primarily to protect the artistic and organizational independence of the festival – which may signal a growing willingness to deploy competition rules in the service of pluralism, beyond the traditional concern for market dynamics in a given sector. This comes at a time when Member States are implementing the European Media Freedom Act ("EMFA"), and in particular its media merger rules, which oblige national competition authorities to take media pluralism and editorial independence into account in their assessments.10 Festivals and other cultural venues, while not media service providers under Article 2(1) EMFA, sit directly adjacent to the media sector – making the goals the EMFA pursues highly relevant to them as well.

This trend is echoed in the new draft Merger Guidelines, where the Commission explicitly lists non-price competition as a key parameter in its assessment. Choice – crucially, not limited to consumer choice alone – is identified as central to safeguarding media and cultural diversity. By limiting concentrations in the media sector, the existing competition toolbox can directly support the diversity and plurality of information sources available to EU citizens.11 While the Commission pledges to factor diversity and choice into its competitive assessment, it ultimately leaves it to individual Member States to assess a concentration's effect on media pluralism as such.12

While the commitments may be seen as a win for authorities seeking to account for non-price parameters when assessing concentrations, some commentators have dismissed them as largely symbolic. This skepticism stems from the near-conglomerate position Live Nation holds on the Belgian festival market: mere behavioral commitments may do little to alter market dynamics, particularly given Live Nation's limited willingness to cooperate with rival booking agencies in the context of Rock Werchter, another Belgian festival it owns. At the same time, independent festival organizers remain reluctant to voice concerns about increasing market concentration, as Live Nation is simultaneously their supplier, competitor and largest client.13

These same dynamics were at the heart of recent antitrust proceedings in the United States, where Live Nation was found to have illegally monopolized several live entertainment markets by exploiting its combined strength in concert promotion, venue ownership and ticketing to shut out competitors14 – findings that lend weight to the concerns underpinning the BCA's intervention in Belgium and suggest that behavioral commitments alone may prove insufficient to discipline a vertically integrated player of this scale.

Taken together, the Pukkelpop decision sits at the intersection of several defining currents in European competition enforcement. It confirms that the Towercast framework, while no substitute for a fully-fledged call-in mechanism, offers national authorities a workable tool to police sub-threshold concentrations and, if necessary, impose conditions on the dominant player. It also illustrates a broader shift in how competition authorities conceive of harm: the BCA's emphasis on artistic independence and organizational autonomy signals that non-price parameters – which have increasingly gathered traction in recent years – are beginning to carry real weight in enforcement practice, flanked by the EMFA and the new draft Merger Guidelines.

At the same time, the case could potentially expose the limits of behavioral remedies in markets dominated by a single vertically integrated player. Whether the commitments imposed on Live Nation will genuinely preserve Pukkelpop's independence, or whether they will amount to little more than a procedural fig leaf, will ultimately rest on the willingness of market participants to hold Live Nation to account.

In the meantime, Towercast remains the BCA's tool of choice – until, that is, the BCA puts forward a statutory call-in mechanism to take its place. For now, at least, the show goes on – independently.

• 1     Press release No 37/2026 of 11 September 2026 (available here).
• 2     Press release No 43/2025 of 12 November 2025 (available here).
• 3     Judgment of the Court of 16 March 2023 in case C-449/21 Towercastv Autorité de la concurrence and Ministère de l’Économie.
• 4     Press release No 51/2023 of 6 November 2023 (available here).
• 5     Press release No 30/2025 of 29 July 2025 (available here).
• 6     Digital Music News, Belgian Government Officially Approves Live Nation’s Pukkelpop Acquisition — With Strict "Operational Independence" Requirements.
• 7     Section 35(1a) of the German Competition Act and Section 9(4) of the Austrian Cartel Act.
• 8     Judgment of the Court of 3 September 2024 in Joined Cases C-611/22 P and C-625/22 P, Illumina Inc. and Grail LLC v European Commission.
• 9     2025 Rapport Annuel, p. 77 (available here); see also Priorities Paper – 2026, p. 14 (available here).
• 10    Council Regulation (EU) 2024/1083 of 11 April 2024, Article 22 and 23.
• 11    Draft Merger Guidelines on the assessment of mergers under Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings, 30 April 2026, para. 9 & 20.
• 12    Ibid., para. 373.
• 13    HUMO, Onze muziekjournalist over de overname van Pukkelpop: "De toegeving van Live Nation heeft vooral symbolische waarde", 11 September 2026.
• 14    VBB, Belgian Competition Authority Closes Live Nation / Pukkelpop Investigation on Commitments, 21 September 2026.