U.S. chipmaker Nvidia (NVDA.O) has taken legal action against the European Union’s antitrust regulators, challenging their decision to scrutinize its acquisition of AI startup Run:ai.
The lawsuit, filed with the Luxembourg-based General Court, argues that the European Commission unlawfully accepted a referral from Italian authorities to investigate the transaction, despite the deal falling below EU and national merger control thresholds.
Legal Battle Over Regulatory Overreach
Nvidia’s lawsuit stems from the European Commission’s use of Article 22 of the EU Merger Regulation (EUMR), a rarely invoked provision allowing national regulators to request EU intervention in deals that do not meet traditional revenue thresholds. While the Commission approved the Run:ai acquisition in December 2024, Nvidia’s legal challenge could have broader implications for the Commission’s ability to regulate smaller deals in the future.
The tech giant argues that the decision to take up the Italian request violates fundamental legal principles, including institutional balance, legal certainty, proportionality, and equal treatment. The lawsuit references a landmark ruling by Europe’s highest court in September 2024 (Illumina v Commission, C-611/22 P), which limited the Commission’s ability to review mergers that lack a clear European dimension, Reuters reported.
Key Legal Arguments
Nvidia’s case (T-15/25 Nvidia v Commission) is based on two main legal pleas:
- Unlawful Interpretation of Article 22 EUMR: The company contends that the Commission misapplied Article 22 by accepting a referral from Italy’s competition authority (Autorità Garante della Concorrenza e del Mercato, AGCM). Nvidia argues that the AGCM relied on loosely defined, discretionary powers to request the referral, despite the transaction not meeting the necessary thresholds. This, according to Nvidia, is incompatible with the legislative intent of Article 22 and undermines regulatory predictability.
- Timing of the Referral Request: The lawsuit further claims that the AGCM’s referral request was submitted too late under EU rules, making the Commission’s decision unlawful.
Implications for EU Merger Control
The case underscores growing tensions between businesses and EU regulators over the Commission’s increasingly proactive approach to scrutinizing smaller acquisitions. The Commission has defended its use of Article 22 as a necessary tool to prevent so-called “killer acquisitions,” where dominant firms acquire smaller competitors to neutralize potential threats. However, businesses have criticized this strategy as excessive regulatory intervention that creates uncertainty in dealmaking.
If Nvidia succeeds in its legal challenge, the ruling could further restrict the Commission’s ability to intervene in transactions that do not meet traditional thresholds. Such an outcome would be a setback for EU antitrust authorities, limiting their capacity to police mergers in fast-evolving sectors like artificial intelligence.
