GERMANY Law and Practice Contributed by: Daniela Seeliger, Christoph Barth and David-Julien dos Santos Goncalves, Linklaters
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 under - takings 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 undertak - ing is jointly controlled by several undertakings, 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 con - sidered 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 under - takings (and with the same acquirer) conduct - ed within a period of two years are calculated together for the purpose of the turnover thresh - olds, provided that they are subject to separate agreement acts and completion, and they meet the turnover thresholds. The entire transaction history within that period is then relevant for the turnover calculation, from the time of the last transaction. Turnover can be calculated in accordance with Section 270 (1) of the German Commercial Code ( Handelsgesetzbuch ) or based on internationally
ment of ”significant activities” should refer to a company’s current competitive activities with - in Germany, allowing only for the exclusion of activities that are merely marginal in the domes - tic market. The Court further indicated that a different approach to assessing mature markets should be adopted only in exceptional circum - stances (see decision of 17 June 2025, KVR 77/22, Meta/Kustomer). Filing Obligation Following Sector Inquiry The FCO is entitled to impose a filing obligation by decision on a company to notify all trans - actions in designated sectors pursuant to Sec - tion 32f(2) ARC. The decision will be valid for three years but can be extended repeatedly up to three times for further periods 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 concentra - tions may restrict 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 deficien - cies before imposing a filing obligation. The FCO shall only be able to impose this obligation within 18 months following sector inquiry. Most recently, the FCO conducted such sector inquir - ies inter alia in the domestic waste collection, EV charging infrastructure and fuels sectors. How - ever, so far, the FCO has not imposed any filing obligation.
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