GERMANY Trends and Developments Contributed by: Andreas Rosenfeld and Sebastian Steinbarth, Redeker Sellner Dahs
At the same time, a mandatory pre-notification pro - cedure will be introduced for concentrations that are caught by the transaction value threshold. Undertak - ings will only be required to report the transaction. The undertakings involved must specify their econom - ic activities, any horizontal or vertical relationships between the target undertaking and the other par - ties involved, as well as the strategic and economic motives for the merger. If the FCO does not request full notification within two weeks, the reported trans - action is deemed to have been cleared. According to the draft 12th amendment, the FCO must publish the full text of all Phase II decisions, all with - drawals, revocations or amendments to an authori - sation, and all divestiture decisions on its website. These new publication requirements are likely to lead to greater transparency. Competitiveness and Resilience In the context of Mario Draghi’s report on the com - petitiveness of the European Union, known as the “Draghi Report”, and the ongoing revision of the EU Merger Guidelines, the discussion about including additional policy objectives, such as fostering inno - vation and enhancing strategic competitiveness or the promotion of sustainability and resilience of the European economy, has gained momentum also in Germany. There seems to be growing political will to include industrial or structural policy objectives in merger control proceedings in addition to purely com - petition-related objectives. In its coalition agreement signed in May 2025, the German government com - mitted to ensuring that international competitiveness, European sovereignty and security are given greater consideration than before in European competition law, particularly in merger control. Triggered also by the growing importance of the defence sector, there
are increasingly calls for “European champions” to be given preferential treatment. In contrast, the FCO, among others, remains cautious of what it perceives as attempts at the politicisation of merger control and maintains its view that improving economic conditions would promise better results on the path to a strong European economy than weakening the principle of Although it remains a key instrument for ensuring effective competition and 2025 saw, for the second year in a row, an increase in merger notifications, merger control is facing new challenges in Germany. First, the debate on how to ensure that mergers raising competition concerns are fully captured and exam - ined continues. Recent decisions of the Federal Court of Justice in Meta / Kustomer and of the FCO against Rethmann in the Remondis case highlighted the spe - cial practical relevance of instruments for capturing below-threshold mergers. At the same time, both cas - es raise questions regarding the scope, practicability and need for reform of the existing instruments as well as the potential need for alternative or supplementary “call-in” powers. competition. Conclusion Second, merger control is faced with growing politi - cal calls to include industrial or structural policy objectives. The discussion to what extent the current regime is fit for purpose in light of the new economic and political realities, and whether fundamental adap - tations may be required, is ongoing. The proposed 12th amendment to the GCA will lead to a significant increase of the turnover thresholds, with a view to reducing the number of annual notifications, as well as simplifying the procedures for transactions falling below the value threshold.
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