Germany

The German merger control regime is primarily governed by the Act against Restraints of Competition (ARC), in particular sections 35 to 43a, which set out the rules on the scope, assessment, notification, review procedure and standstill obligation applicable to concentrations. In addition, the Federal Cartel Office (FCO) issues guidance papers and notices interpreting these provisions and outlining best practices.

Germany has a mandatory and suspensory merger control regime, meaning notifiable concentrations must be filed with the FCO before implementation.

The FCO investigates mergers and is also the primary decision-maker. It is an independent federal authority assigned to the Federal Ministry of Economic Affairs and Energy (FME), but its decision divisions decide autonomously and are not subject to instructions.

FCO decisions may be reviewed by the Düsseldorf Higher Regional Court, with further appeal to the Federal Court of Justice (FCJ). In exceptional cases, a prohibition may be overruled by the FME through ministerial authorisation, if anti-competitive effects are outweighed by overall economic benefits or overriding public interest.

Yes, the German merger control regime applies economy-wide.

Germany also has a separate foreign investment review regime under the Foreign Trade Act and the Foreign Trade and Payment Ordinance, which may require notification of direct or indirect acquisitions by foreign investors, allowing the government to prohibit or impose conditions on transactions for public order or security reasons.

Yes, Germany is part of the EU merger control regime under the EU Merger Regulation No. 139/2004. Concentrations meeting EU turnover thresholds are reviewed exclusively by the European Commission and not by the FCO, unless the European Commission refers the transaction to the FCO.

The FCO cooperates with other competition authorities, particularly within the European Competition Network and with authorities in other jurisdictions. This cooperation includes information exchange, coordinated assessments, and alignment on remedies in cross-border cases.

On 15 July 2026, the German government published a legislative bill proposing changes to the jurisdictional thresholds. 

All three turnover thresholds shall be increased: The worldwide threshold from EUR 500 million to EUR 750 million, the first domestic threshold from EUR 50 million to EUR 75 million, and the second domestic threshold from EUR 17.5 million to EUR 20 million.

The transaction value threshold shall be expanded to cover acquisitions not only where the target company already has substantial operations in Germany but also where the target is "expected to become active" in Germany to a significant extent. For transactions caught by this threshold, a new fast-track review of up to two weeks shall be introduced, unless the FCO requests a full filing. The bill does not propose general call-in powers for the FCO. 

The trigger for merger control in Germany is not limited to a change of control but extends to any “concentration” within the meaning of the ARC.

According to section 37 ARC, this includes:

• acquisitions of assets (in whole or in substantial part);
• acquisitions of control (de jure or de facto), defined as the ability to exercise decisive influence;
• acquisitions of 25% or 50% shareholdings irrespective of control; and
• transactions conferring a competitively significant influence. The assessment is based on all legal and factual circumstances, in particular the rights attached to the shareholding and the acquirer’s ability to influence strategic decisions.

Minority shareholdings may also fall within the scope of merger control. Acquisitions of 25% or more are always covered, and even lower shareholdings may qualify if accompanied by factors such as board representation, veto rights, blocking minorities or information rights. The lowest level of intervention is therefore below 25%, where such additional factors are present.

Temporary changes of control are not caught under German merger control law. A filing requirement arises only where control is acquired on a lasting basis.

While the ARC does not define the concept of “lasting” control in detail, guidance from the European Commission’s Consolidated Jurisdictional Notice may be taken into account when assessing whether a transaction results in a sufficiently durable change of control.

The German merger control regime under the ARC covers a broad range of transaction structures, as set out in Question 2.1, above.

An asset acquisition qualifies as a concentration where the assets constitute a substantial part of an undertaking and represent a market position capable of being transferred to the acquirer. This may also include future market positions, for example in the context of R&D activities. In 2024, the FCO confirmed that so-called acqui-hires constitute a concentration which is generally subject to merger control in Germany.

Joint ventures are covered by German merger control as described in Question 2.4, below.

The formation or acquisition of a joint venture is caught under German merger control where it constitutes a concentration within the meaning of the ARC. This is the case where at least two parent undertakings each hold at least 25% of the capital or voting rights, or where the parent undertakings jointly acquire control over the joint venture.

Unlike under the EU Merger Regulation, German law does not require a joint venture to be full-function and therefore all joint ventures may fall within the scope of merger control.

In addition, the cooperative aspects of a joint venture may be assessed separately under general antitrust rules. This may occur in parallel with or after the merger control proceedings. Where a joint venture does not qualify as a concentration, it may be assessed solely under general antitrust rule (section 1, ARC; Article 101, Treaty on the Functioning of the European Union (TFEU)).

Interrelated transactions may be treated as a single concentration under the ARC:

• Successive transactions between the same parties within a two-year period are aggregated and treated as a single transaction, if the jurisdictional thresholds are met based on their combined value. The relevant point in time for notification is the last transaction in the sequence.
• Interrelated transactions between different parties may be treated as a single concentration where they are legally or economically interdependent and may form a unitary transaction. In such cases, they are assessed as a whole rather than separately.

The jurisdiction of the FCO under the ARC is triggered by two alternative sets of thresholds:

The turnover thresholds are triggered if:

• the combined worldwide turnover of all undertakings concerned exceeded EUR 500 million;
• one undertaking concerned had a turnover exceeding EUR 50 million within Germany; and
• at least one further undertaking concerned had a turnover in Germany exceeding EUR 17.5 million.

The alternative thresholds are triggered if:

• the combined worldwide turnover of all undertakings concerned exceeds EUR 500 million;
• one undertaking concerned had a turnover exceeding EUR 50 million within Germany, but neither the target nor any other undertaking concerned had turnover of more than EUR 17.5 million within Germany;
• the transaction value exceeds EUR 400 million; and
• the target has significant activities in Germany.

The vague legal term “significant domestic activity” is a frequent subject of dispute. The FCJ specified the scope for the first time in 2025 and significantly increased it. The court clarified that only “current” activities are to be taken into account. However, an overall assessment may include, for example, the following aspects:

• domestic activity does not only concern where the activity takes place, but also where the activity of a target may have an effect;
• all possible effects on a German market should be considered; this requires an assessment of the target’s competitive potential as a whole (e.g. not only its activities vis-à-vis customers but also whether it processes data of German end customers);
• decisive factor is whether the concentration, due to the competitive potential of the target, could have an effect on competition in Germany, such as also on the markets of the acquirer; and
• “significant” is to be understood as “not only marginal”.

There is a broad consensus that clearer guidance is needed. This could come soon in the form of new guidelines from the FCO.

In addition, following a sector inquiry, the FCO may impose an obligation to notify future transactions in specific sectors even below the standard thresholds.

The thresholds are not subject to automatic annual adjustment. However, please see Question 1.7, above.

Turnover is calculated on the basis of the net turnover of all undertakings concerned, including the entire group to which they belong, excluding intra-group sales. The undertakings concerned include the acquirer, the target and any other undertaking that directly or indirectly controls or holds at least 25% of the target.

In the case of jointly controlled undertakings, their turnover is generally taken into account in full and attributed to each controlling parent.

Turnover is assessed based on the last completed financial year prior to the transaction. Where necessary, adjustments may be made to reflect structural changes such as acquisitions or divestments.

Geographically, turnover is allocated to Germany where goods or services are supplied to customers located in Germany. For financial institutions, turnover is allocated based on the location of the relevant branch or division.

In certain sectors, specific rules apply for the calculation of turnover (media companies, newspapers, radio and television activities). For financial institutions, turnover is replaced by certain income items determined under a specific regulation. For insurance undertakings, premium income is relevant.

No specific asset-based value thresholds apply in Germany.

The legislation does not contain specific rules on currency conversion. In practice, turnover figures are converted into euros using standard accounting principles, often using exchange rates published by the European Central Bank (ECB).

German merger control does not rely on market share or similar thresholds to determine jurisdiction. Market shares are only relevant in the substantive assessment of a transaction.

A sufficient local nexus is required in the form of an “appreciable effect” within Germany. Foreign-to-foreign transactions are subject to German merger control if they meet the thresholds and have appreciable domestic effects.

This requirement is interpreted broadly. According to the FCO, a transaction qualifies as having an appreciable domestic effect if the turnover thresholds are met and the target had a turnover exceeding EUR 17.5 million within Germany. If the domestic thresholds are only triggered by a target’s parents, a case-by-case assessment may be required, taking into account factors such as the target’s activities and market position. Please see also Question 3.1, above, for transaction value.

There is no general exemption for foreign-to-foreign transactions, but the requirement of domestic effects acts as a limiting factor.

Certain exemptions apply: acquisitions of shares by credit institutions, financial institutions or insurance undertakings for resale are not notifiable, provided that voting rights are not exercised, and the shares are resold within one year.

Yes. The FCO has the power to review a transaction that should have been notified but was not. This applies where the jurisdictional thresholds are met, irrespective of whether the transaction has already been implemented.

If the authority finds that the transaction significantly impedes effective competition, it may prohibit the merger and order its dissolution.

Yes, the FCO has the power to intervene in transactions that do not meet the regular jurisdictional thresholds under the ARC:

• first, following a sector inquiry, the FCO may order undertakings to notify future concentrations in specific sectors; and
• second, below-threshold transactions may also be reviewed under general competition law rules, particularly the prohibitions of anti-competitive agreements and abuse of dominance. The former is especially relevant for transactions such as joint ventures which may give rise to coordination concerns. As the Towercast ruling of the European Court of Justice enables all national competition authorities to review mergers on the basis of Article 102 of the TFEU (i.e. a unique form of “call-in”), the FCO could theoretically do so. However, no such action has yet become publicly known.

There is no fixed statutory longstop period limiting the FCO’s ability to review a transaction that has not been notified. The authority may therefore intervene even after closing if the transaction should have been notified.

No. However, where there is uncertainty as to whether a transaction has to be notified, parties may submit a precautionary notification to obtain legal certainty. If the FCO concludes that the transaction does not fall within the scope of German merger control, it will generally allow the notifying parties to withdraw the precautionary notification, thereby reducing the administrative fees.

Where jurisdictional thresholds under the ARC are met, notification to the FCO is mandatory. The transaction may not be implemented prior to clearance due to the standstill obligation.

There is no formal mechanism to waive the notification requirement itself.

German merger control provides for a strict standstill obligation. A notifiable transaction must not be implemented before clearance has been granted. During this period, the parties must continue to operate independently and may not take steps that would amount to a partial implementation of the transaction.

However, purely preparatory measures that do not lead to a change in control or influence over the target are generally permitted. Regarding the implementation of the transaction in breach of the standstill obligation, see Question 7.2, below.

The FCO may grant an exception from the standstill obligation in very limited, exemptional circumstances, where it is necessary to prevent serious harm to one of the undertakings concerned or to a third party. Such exemptions may be subject to conditions to ensure effective competition.

There are no specific statutory rules on carve-outs. In practice, carve-out structures are assessed on a case-by-case basis and are often difficult to implement, as the FCO takes a strict approach to ensuring that no domestic effects arise prior to clearance.

In principle, all involved parties are responsible for filing the notification. In practice, however, the notification is often submitted by the acquirer on behalf of all undertakings concerned.

A filing fee is payable to the FCO. The amount depends on the complexity and economic significance of the transaction and may not exceed EUR 100,000. In straightforward Phase 1 cases, the fee is typically in the range of EUR 5,000 to EUR 15,000.

There is no specific formal trigger event for notification. A filing may be submitted as soon as the parties have reached sufficient agreement on the structure of the transaction and intend to implement it within a reasonable timeframe. Notification can therefore be made prior to signing, provided that the transaction is sufficiently concrete.

There is no fixed statutory deadline for submitting a notification. The only requirement is that the transaction must be notified before implementation. Regarding the consequences of not notifying a notifiable transaction, please see Question 7.1, below.

There is no prescribed form for notifications. However, the notification must contain the information required by section 39 ARC, including the names, place of business or registered seat and business activities of the undertakings concerned, their turnover in Germany, the EU, and worldwide, the form of the concentration, the size of the shareholding acquired in share acquisitions, and market share information where the combined market share reaches at least 20%.

No formal supporting documents are required as a matter of law, but in practice the FCO may request documents such as transaction agreements, group charts, annual accounts or materials relevant to market definition and market shares.

Notifications must be submitted in the German language, although annexes may often be provided in English. There are no general requirements for notarisation or apostille of documents.

German merger control does not provide for a formal simplified procedure. However, straightforward cases that do not raise competition concerns are typically cleared in Phase 1 without extensive investigation.

Pre-notification discussions are not mandatory but are common in complex cases. They are typically initiated by submitting draft notifications or informal information to the FCO. The length of the discussions depends on the complexity of the transaction.

Merger control proceedings consist of two phases. Phase 1 lasts one month from receipt of a complete notification. If the FCO opens an in-depth investigation, Phase 2 lasts up to five months from receipt of the complete notification.

The timetable may be extended in certain circumstances; for example, where commitments are offered or where the parties fail to respond to information requests. The review period may also be suspended if information is not provided in a timely manner.

The calculation of deadlines follows general administrative law principles such as the review period cannot end on public holidays. If the notification is incomplete, the review period does not start.

Clearance is typically obtained within one month following submission of a complete notification. Including preparation and any pre-notification discussions, the overall timeframe is usually several weeks to a few months.

Special rules apply to public takeover bids and acquisitions on stock exchanges. The standstill obligation does not prevent the acquisition of shares, provided that the transaction is notified without delay and voting rights are not exercised prior to clearance.

The FCO may involve third parties in its review, by conducting market investigations and requesting information from competitors, customers and suppliers.

Third parties may also be admitted to the proceedings where their interests are significantly affected. In such cases, they may gain access to parts of the file, subject to the protection of confidential information.

In practice, third-party input plays an important role, particularly in Phase 2 investigations.

It is also possible for third parties to bring transactions to the attention of the authority, although merger control is primarily based on mandatory notification.

The FCO has extensive powers to request information and documents from the parties and third parties, including competitors, customers and suppliers. Information requests may be made informally or through formal information orders. In complex cases, the FCO may also request transaction agreements, internal presentations or other supporting materials. If a formal request is not answered correctly and completely or in time, fines may be imposed, and the review timetable may be suspended.

Confidential business information is protected throughout the merger control process.

While the parties and, in certain cases, admitted third parties may have access to the file, the FCO will redact sensitive information, particularly trade and business secrets.

The substantive assessment of mergers under the ARC is based on whether the merger will “significantly impede effective competition” (“SIEC test”), and in particular by creating or strengthening a dominant position.

The assessment focuses on typical competition concerns such as unilateral effects (e.g. the strengthening of market power of a single undertaking) and coordinated effects (e.g. increased likelihood of tacit coordination).

Efficiencies and other benefits can be considered in the substantive assessment of a merger under the ARC. The FCO cannot prohibit a merger where the parties demonstrate that the transaction will lead to improvements in the conditions of competition that outweigh any impediment to effective competition.

Additionally, the law provides for specific exceptions where a prohibition is excluded, including cases involving small markets with limited turnover or certain transactions in the media sector where the economic viability of the target undertaking would otherwise be at risk.

Despite this legal framework, it is generally difficult in practice for efficiencies to outweigh competition concerns, as the burden of proof lies with the parties and requires convincing and well-substantiated evidence.

During the review process, the parties are given the opportunity to respond to the authority’s concerns.

If the FCO intends to prohibit a transaction, it will issue a statement of objections prior to the final decision, allowing the parties to comment on the concerns raised.

The parties also have the right to access the file, including relevant documents and market investigation materials, subject to the protection of confidential information. This access is typically granted during Phase 2 proceedings.

There is no formal hearing procedure comparable to court proceedings, but the parties may engage in discussions with the authority throughout the process.

Remedies may be proposed by the parties during the merger control proceedings in order to address competition concerns identified by the FCO.

In practice, remedies are typically discussed during Phase 2 proceedings. The parties must offer commitments in sufficient time before the expiry of the review deadline, as the authority can only take such commitments into account if they are submitted in due time.

The negotiation of remedies often forms an integral part of the review process where concerns arise.

The FCO may accept both structural and behavioural remedies, although it has a clear preference for structural remedies, as these are considered more effective and easier to monitor. Behavioural remedies are accepted only in limited circumstances.

Where a merger has been implemented unlawfully and is subsequently prohibited, the FCO may order the dissolution of the transaction or other measures necessary to restore effective competition.

A merger may be cleared subject to conditions or obligations. The FCO monitors compliance with such commitments and may take further measures, including enforcement action, if they are not fulfilled. If remedies are not complied with, the clearance decision may not become effective or may be revoked.

The decision of the FCO is communicated directly to the notifying parties. In addition, the FCO publishes a short summary of the notified transaction on its website shortly after receipt of the notification, including basic information such as the parties, the type of transaction and the affected sector.

In Phase 2 cases, the FCO typically publishes a non-confidential version of its decision, and in selected cases also publishes case summaries and press releases.

Clearance decisions take effect immediately upon issuance. This allows the parties to implement the transaction without further delay following approval.

Restrictions that are directly related to and necessary for the implementation of the merger are generally considered part of the transaction and are therefore covered by the merger clearance.

However, restrictions that go beyond what is necessary for the implementation of the merger are not covered by the clearance and may be assessed separately under the general prohibition of anti-competitive agreements. The assessment of whether a restriction qualifies as directly related and necessary is generally not carried out by the FCO as part of the merger proceedings but is left to the parties.

Decisions of the FCO can be appealed to the competent court, the Higher Regional Court in Düsseldorf, with a further appeal on points of law to the FCJ.

Appeals are generally available against Phase 2 decisions, including prohibitions and conditional clearances. The merging parties and, in certain cases, third parties admitted to the proceedings may have standing to appeal. It is not possible to appeal Phase 1 clearances.

Failure to notify a notifiable merger may lead to significant administrative sanctions. The FCO may impose fines of up to 10% of the undertaking’s total worldwide group turnover and, in certain cases, also on the seller. Individuals may also be fined, up to EUR 1 million. In practice, the FCO regularly imposes fines for infringements of the standstill and notification obligations. So far, the highest fine imposed was EUR 4.5 million.

In addition, transactions implemented in breach of the notification and standstill rules are invalid under German law, and the FCO may initiate divestiture proceedings and order dissolution of the transaction where the conditions for a prohibition are met.

Implementation prior to clearance is prohibited and may be sanctioned by fines, invalidity of the implementing acts and, where appropriate, dissolution measures. The same administrative fine framework applies as for failure to notify, including fines on undertakings and, in principle, on individuals.

German law takes a strict approach to gun-jumping. Not only full implementation but also measures that at least partially anticipate the effects of the merger may infringe the standstill obligation. By contrast, purely preparatory steps that do not influence the target’s strategic conduct are generally permissible.

Providing inaccurate, incomplete or misleading information may result in fines and procedural consequences. If a formal information request is not answered correctly, fully or in time, the FCO may impose a fine of up to 1% of the total group turnover achieved in the last financial year. In addition, the review timetable may be suspended, and statutory time limits may cease to apply in certain circumstances.