When the EMFA Meets the EUMR: A Coordination Problem in Search of a Fix

When a media company acquires a rival, the stakes go well beyond market shares and pricing. Media is not just another sector: it shapes public opinion, enables participation in democratic life, and performs a watchdog function no other industry really replicates. Yet for a long time the EU’s response to media consolidation has been guided almost entirely by competition law, a framework designed to protect markets, not democratic discourse. Where pluralism concerns arose, they were treated as secondary to the competitive assessment or left to national authorities, with no common framework capable of capturing the democratic dimension of media concentration. The European Media Freedom Act (“EMFA”) attempts to change this, but introduces significant complexities of its own.

The Structural Gap in EU Merger Control

Under the EU Merger Regulation (“EUMR”), the European Commission’s (“EC”) mandate is clear: to assess whether a concentration significantly impedes effective competition. Media pluralism, meaning the diversity of ownership, editorial voices and information sources available to citizens, falls outside that inquiry. A merger can produce a perfectly competitive market while concentrating editorial power in a single owner’s hands, and the SIEC test will not catch it.

The only real safety valve before the EMFA was Article 21(4) EUMR, which lets Member States invoke media plurality as a recognised legitimate interest justifying national measures even after the EC has cleared a deal. In principle, this acknowledges that media mergers raise concerns beyond competition. In practice, Article 21(4) has been used rarely and inconsistently, so the protection a transaction attracted turned more on whether a given Member State was willing and able to act than on the deal’s actual significance. Recent enforcement has narrowed it further: in UniCredit/Banco BPM, the EC addressed what it viewed as pretextual or disproportionate invocations of national prerogatives, and the draft Merger Guidelines published in April 2026 codify these lessons in the part dedicated to Member State prerogatives under Article 21(4): measures must be strictly proportionate, evidence-based and non-discriminatory, and cannot serve purely economic or protectionist aims. Article 21(4) is therefore contracting as a residual pluralism safeguard, just as the EMFA arrives to fill the gap from another direction.

What the EMFA Changes, and What It Does Not

The EMFA introduces, for the first time at EU level, a binding obligation on Member States to establish national procedures for assessing the impact of media concentrations on pluralism. It creates the European Board for Media Services as a coordination body empowered to issue opinions on transactions with internal-market implications, and sets out substantive criteria — editorial independence, ownership diversity and economic sustainability — that national authorities must consider. On paper, this is a meaningful step forward.

The question is whether it is meaningful enough. The EMFA is explicit that the plurality assessment must be distinct from, and without prejudice to, competition assessments under the EUMR. The two procedures run in parallel — different institutions, different criteria and timelines, separate outcomes. There is no formal hierarchy where they conflict, and no mechanism by which a negative plurality finding can block a merger already cleared on competition grounds, except, in principle, through Article 21(4) EUMR — whose use the Commission has just framed in stricter terms.

That absence of hierarchy is particularly serious because each track follows its own timeline. If a merger is cleared on competition grounds and the media regulator later finds a plurality problem, how do the two findings interact? Can plurality measures coordinate with the merger outcome without cutting against its commercial purpose? None of these questions is answered in the EMFA, the EUMR or the draft Guidelines; they are left entirely to practice.

Finally, the Board’s opinions — the centrepiece of the supranational coordination mechanism — are not binding. National authorities must take them into “utmost” account and justify any departure, but substantive discretion stays with the Member State. The duty to consult the Board arises only where the national authority has itself found that the transaction affects the functioning of the internal market — a threshold left to national discretion, without harmonised criteria. The mechanism’s effectiveness thus depends on the very actors whose inconsistency it seeks to address.

A First Real Test: The Indamedia/Ringier Case

The first major test of the framework crystallises these concerns. In October 2025, Indamedia Network Zrt., a Hungarian media group with close ties to the governing political elite, acquired Ringier Hungary Kft., including Blikk, the country’s most-read tabloid. The deal fell below the Hungarian competition authority’s notification thresholds — combined turnover did not reach the 20 billion forints required for mandatory notification — so it was never reviewed under domestic competition law. The Hungarian Media Council, the regulator tasked with EMFA Article 22 assessments, also declined to open a review.

With no national assessment forthcoming, the European Board for Media Services stepped in on its own initiative under Article 23(1) EMFA. In April 2026 it issued its first formal opinion, concluding that the concentration posed serious risks to media pluralism and editorial independence and that Hungarian legislation “lacks adequate safeguards to ensure editorial independence”. It noted that, absent any national review, the parties had offered no formal commitments to safeguard pluralism. The Hungarian Competition Authority (“GVH”) later opened its own probe — not under merger control rules, which did not apply, but to clarify aspects of the transaction in light of new information.

The case exposes several structural weaknesses at once. A transaction below merger-control thresholds and untouched by national pluralism review still raised significant concerns. The Board’s opinion, though substantively serious, is non-binding and arrived more than five months after closing. The interaction between competition and pluralism review is not merely undefined but essentially uncoordinated: the GVH probe is conceptually distinct from the Board’s opinion, yet the two now coexist around one transaction with no defined relationship. The Hungarian Media Council, designated under Article 22 to conduct pluralism assessments, has not yet formally engaged with the Board’s findings.

The Deeper Problem: Two Assessments, One Transaction

The “without prejudice” formula that keeps the two assessments separate is legally clean but practically artificial. A merger concentrating ownership of news outlets raises competition and plurality concerns simultaneously, drawing on largely overlapping facts. Requiring two institutions to assess the same transaction in parallel, with no meaningful coordination, risks inconsistent findings, duplicated information requests and heavy procedural burdens for parties who must navigate two notification regimes, two sets of criteria and two authorities at two levels for what is ultimately one transaction.

This duplication sits awkwardly with a stated objective of the Merger Guidelines reform: greater legal certainty and predictability for merging parties. For media deals the combined effect of the EUMR and the EMFA pulls the other way. Yet the Guidelines do not address the interface: the EMFA appears only in a footnote to paragraph 9, stating that the EC will assess media-sector mergers “according to the same principles as mergers in other sectors”, without prejudice to Member States’ role under the EMFA. How a national pluralism finding interacts with a Commission clearance decision, or vice versa, is left entirely open. For media companies, the practical result is duplicated regulatory burden and less legal certainty — the opposite of what the Guidelines promise.

Toward a More Coherent Framework

The EMFA’s design reflects a real tension: media is deeply embedded in national cultural and democratic traditions, and full harmonisation of pluralism assessment would meet political and constitutional resistance grounded in subsidiarity. But that constraint does not put the current architecture beyond challenge. A more coherent framework need not integrate the two assessments; it would require structured coordination between DG COMP and national media regulators, mandatory information-sharing at key procedural stages, synchronised timelines and some formal mechanism for reconciling divergent outcomes — rather than leaving conflicts to be navigated through Article 21(4) case by case.

Indamedia/Ringier also raises a more fundamental question. If a transaction can fall below merger-control thresholds and outside any national pluralism review while still raising serious concerns, the framework needs a clearer pathway from Board opinions to enforceable outcomes. As things stand, even a serious, well-reasoned opinion has no route to binding action against a deal that has already closed.

The EMFA is a meaningful starting point, not yet a solution. It identifies the problem, builds institutional infrastructure and sets minimum standards where none existed. But a framework that leaves discretion at every operative point, while leaving its relationship with the EUMR formally unresolved, cannot reliably deliver the coherence and certainty it promises. As Indamedia/Ringier suggests, its real-world performance is likely to be uneven, dependent on national regulators’ willingness to act and on governments’ responsiveness to non-binding European opinions. As media markets keep consolidating, especially in the digital environment, the EU has given itself two instruments to address the problem and almost no rules for how they work together. Until that gap closes, two instruments designed to work in parallel will only work past each other.