GERMANY Law and Practice Contributed by: Daniela Seeliger, Christoph Barth, David-Julien dos Santos Goncalves and Kaan Gürer, Linklaters
Filing Obligation Following Sector Inquiry The FCO is entitled to impose a filing obligation by decision on a company to notify all transactions in designated sectors pursuant to Section 32f(2) GCA. The decision will be valid for three years but can be extended repeatedly up to three times for further peri - ods of three years. Requirements are: • the acquirer’s domestic turnover exceeds EUR50 million; • the target has achieved a domestic turnover of more than EUR1 million; and • there are indications that future concentrations could significantly impede effective competition in the inquired sector. However, the FCO must have conducted a sector inquiry examining and analysing the structures and competitive conditions and determined that one or more economic sectors exhibit deficiencies before imposing a filing obligation. The FCO shall only be able to impose this obligation within 18 months follow - ing sector inquiry. Most recently, the FCO conducted such sector inquiries inter alia in the domestic waste collection, EV charging infrastructure and fuels sec - tors. In November 2025, following a sector inquiry into domestic waste collection and hollow glass pro - cessing, the FCO imposed such a filing obligation for the first time, requiring the Rethmann Group to notify all future mergers in specific economic sectors for a period of three years. This order applies to mergers in the collection of non-hazardous household waste, and to mergers in the processing of hollow glass in corresponding processing facilities, provided that the case is not minor and the target has a turnover of at least EUR100,000 in the relevant economic sectors. Upcoming Reforms On 5 June 2026, the Federal Ministry for Economic Affairs and Energy published its draft for the 12th Amendment to the German Competition Act. The draft raises all three turnover thresholds: the com - bined worldwide threshold from EUR500 million to EUR750 million, the first domestic threshold from EUR50 million to EUR75 million, and the second domestic threshold from EUR17.5 million to EUR20
million. The transaction value threshold remains at EUR400 million but its scope is widened: rather than requiring the target to have existing substantial opera - tions in Germany, the draft adopts a forward-looking approach under which it suffices that the target’s activities in Germany are expected to reach that level – typically within two years, and up to three to five years in exceptional cases. For transactions caught exclusively by the transaction value threshold, the draft introduces a mandatory Phase 0 pre-notification step: parties must submit key information before the FCO determines whether a full filing is required, with a two-week response window – silence constituting clearance. The draft remains subject to further parlia - mentary deliberation, and amendments to its current provisions cannot be ruled out. 2.6 Calculations of Jurisdictional Thresholds Calculations of Jurisdictional Thresholds – General Rules For the assessment of the turnover thresholds, the group turnover of the participating undertakings in the last financial business year has to be considered. This includes the consolidated revenues of all companies belonging to the same group, controlled by the same ultimate parent company, to which the respective participating undertaking belongs. If a participating undertaking is jointly controlled by several undertak - ings, the full group turnover of all parent companies has to be taken into account. If parts of one or more undertakings are acquired, only the turnover relating to those parts is considered when calculating the turnover on the seller’s side. This does not, however, apply if the seller keeps control of 25% or more of the shares. The internal turnover generated within a group of undertakings as well as sales or turnover taxes are excluded from turnover calculations. As in the European Merger Control Law, several acts of acquisition between the same undertakings (and with the same acquirer) conducted within a period of two years are calculated together for the purpose of the turnover thresholds, provided that they are subject to separate agreement acts and completion, and they meet the turnover thresholds. The entire transaction
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