German merger control is governed by the Act against Restraints of Competition (ARC) and enforced by the Federal Cartel Office (Bundeskartellamt, FCO) in Bonn. The FCO is an independent higher federal authority within the remit of the Federal Ministry for Economic Affairs and Energy, which does not issue instructions in individual merger cases.

Filing is mandatory for all concentrations meeting the turnover thresholds or, alternatively, the transaction value threshold (unless notifiable to the European Commission under the EU Merger Regulation (EUMR)). Notifiable transactions are subject to a strict prohibition on closing prior to clearance, and legal acts in breach of it are invalid. There is no filing deadline. The review consists of a one-month first phase and, where necessary, an in-depth second phase ending five months after notification. The vast majority of notified transactions are cleared in the first phase, frequently within two to three weeks.

Features that may surprise foreign parties include: (i) the acquisition of 25% of the capital or voting rights, or of a ‘competitively significant influence’ (which may arise well below 25%), is notifiable even without control (see minority interests); (ii) joint ventures are caught irrespective of whether they are full-function, and the thresholds can be met by the parents alone (see joint ventures and foreign-to-foreign transactions); (iii) where the seller retains control of the target, the seller group’s turnover is attributed to the target; (iv) the transaction value threshold catches targets with little German turnover but ‘significant’ German activities; and (v) following a sector inquiry, the FCO may oblige individual companies to notify acquisitions below the general thresholds.

Non-competition factors play no role in the FCO’s assessment but may justify a ministerial authorisation of a prohibited merger. Note that a reform bill is currently before Parliament which would raise the turnover thresholds (see future developments).

Foreign direct investment screening is conducted separately by the Ministry and is not covered by this guide.

Notification is compulsory. Every concentration that meets the jurisdictional thresholds must be notified to the FCO and cleared before it is implemented (unless notifiable to the European Commission under EUMR), irrespective of whether it raises any competition concerns.

There is no exemption for transactions without horizontal or vertical overlaps and no simplified procedure. Notification is also compulsory, below the general thresholds, for companies that the FCO has specifically ordered to notify future acquisitions in particular sectors following a sector inquiry (see jurisdictional thresholds).

Technically, German law does not provide for voluntary filings. However, where it is unclear whether a transaction is notifiable, the FCO normally accepts precautionary notifications. The authority may then – where appropriate – inform the parties that the transaction does not require clearance. However, in practice the authority more often simply issues a clearance decision thereby leaving the potentially complex legal question of jurisdiction open. Examples are the question whether a minority shareholding confers a competitively significant influence, whether the target has significant activities in Germany for the purposes of the transaction value threshold, or whether the transaction has sufficient domestic effects. Conversely, the FCO may formally establish by decision that a transaction is notifiable, a power confirmed by the Federal Court of Justice in 2025.

A notifiable concentration may not be implemented before the FCO has cleared it or the statutory review periods have expired without a decision. This suspension obligation covers both the legal and the factual implementation of the transaction.

According to the case law of the Federal Court of Justice, it also captures measures which do not in themselves complete the concentration but anticipate its effects in whole or in part, for example where the acquirer obtains influence over the target’s commercial conduct before clearance, or where the parties begin to integrate their businesses (joint purchasing, alignment of prices or marketing, exchange of competitively sensitive information).

Customary covenants protecting the value of the target between signing and closing, and the planning of post-closing integration, remain permissible.

Legal acts that breach the suspension obligation are provisionally invalid. They become valid upon clearance or if the FCO issues a decision to discontinue its post-closing review of an already completed transaction. If the FCO prohibits the transaction they remain void. Certain acts that become effective by registration, in particular mergers, conversions and domination agreements entered into the commercial register and real-estate transactions entered into the land register, remain valid. For this reason, transaction agreements are regularly drafted so that closing is expressly conditional upon clearance.

The suspension obligation applies to the transaction as a whole, including foreign-to-foreign transactions. Holding the German business separate while closing internationally is not sufficient. The FCO has fined a foreign acquirer for closing a transaction abroad before German clearance.

Closing outside Germany before German clearance is only possible if the German business is fully carved out of the global transaction, ie such that the amended transaction scope does not itself require German clearance. However, parties should bear in mind that two or more acquisitions of parts of undertakings between the same parties within two years are treated as a single concentration.

There are two exceptions: First, a public takeover offer, or the acquisition of shares from various sellers through a series of stock exchange transactions, may be completed before clearance, provided that the concentration is notified to the FCO without delay and the acquirer does not exercise the voting rights attached to the shares (or exercises them only to maintain the full value of its investment on the basis of an exemption granted by the FCO). Second, the FCO may, upon application, grant a derogation from the suspension obligation for important reasons, in particular to prevent serious harm to a party to the concentration or to a third party. In practice, derogations are rare and mostly concern restructuring or insolvency situations. In straightforward cases, it is usually faster to explain the urgency to the FCO and to obtain an expedited clearance. Generally, the FCO is commercially minded and has in the past reacted very swiftly if the parties have demonstrated convincing reasons for an expedited process.

German law defines four main types of concentration, each of which may independently trigger a filing obligation: (i) the acquisition of all or a substantial part of the assets of another undertaking; (ii) the acquisition of direct or indirect sole or joint control over the whole or parts of one or more other undertakings; (iii) the acquisition of shares which, alone or together with shares already held, reach 25% or 50% of the capital or voting rights of another undertaking; and (iv) any other combination of undertakings enabling one or more undertakings to exercise, directly or indirectly, a competitively significant influence over another undertaking.

Note that if several undertakings simultaneously or successively acquire 25% or more of the shares in another undertaking, this is also deemed to be a concentration between those undertakings in the markets in which the jointly held undertaking is active. In practice, this rule can have a significant effect on formal merger control as the turnover of all undertakings having or retaining 25% or more of the capital or voting rights in a target company will be relevant for the jurisdictional thresholds.

The acquisition of a substantial part of the assets of another undertaking is assessed qualitatively (ie the proportion of the seller’s total assets is irrelevant). It covers any asset to which a market position can be attributed and which enables the acquirer to step into that position, such as a business unit, a production site, a brand, a customer base or intellectual property rights (including, in certain circumstances, exclusive licences).

The test for control is interpreted in line with the European Commission’s practice under the EUMR. Control means the possibility of exercising decisive influence over the activities of an undertaking, by legal or de facto means. Sole control may be based on a majority of the voting rights, on a stable de facto majority at shareholder meetings or on special rights. Joint control exists where two or more undertakings can each block strategic decisions, in particular the adoption of the budget and business plan, major investments or the appointment of senior management, or where their interests are so closely aligned that they will act together. Any change of control typically leads to a notifiable concentration. Unlike under the EUMR, a change in the number of jointly controlling undertakings (eg from three to two) is also regarded as a notifiable concentration.

Transactions within a group of companies that are already under common control are not notifiable.

Minority interests are caught by German merger control to a significantly greater extent than under the EUMR. The acquisition of shares reaching 25% of the capital or voting rights of another undertaking is notifiable irrespective of whether any influence is acquired, ie even if no voting rights are attached to the acquired equity, the transaction is notifiable. Shareholdings below 25% (and below any control threshold) are notifiable where they confer a ‘competitively significant influence’, ie a degree of influence well below control but enabling the acquirer to have its competitive interests taken into account by the target.

There is no statutory safe harbour below which a competitively significant influence can be excluded. A pure financial investment without any additional rights or links will typically not qualify. The FCO typically requires so-called ‘plus factors’ in addition to the shareholding, such as board or advisory board seats, information or veto rights going beyond the protection of a financial investor, the ability to influence decisions at the shareholder meeting in light of typical attendance, contractual links (for example supply, licensing or cooperation agreements), or the fact that the acquirer is a competitor of the target or active in an upstream or downstream market. In the past, the FCO has found a competitively significant influence even at shareholdings of only around 10%. In 2025, for example, it treated the acquisition of a 10% stake in airBaltic by Deutsche Lufthansa as a notifiable concentration because it was accompanied by additional rights in relation to airBaltic’s decision-making and an extended wet-lease cooperation.

Where the control test is relevant, the FCO generally applies the same criteria as the European Commission. Veto rights over the budget, the business plan, major investments or the appointment of senior management may confer joint control, whereas veto rights that merely protect the value of a minority investment do not.

Control can also be acquired on a de facto basis. A shareholding in a public company of less than 50% of the voting rights may result in de facto sole control if, based on the attendance at shareholder meetings in previous years, it is highly likely to achieve a stable majority. Independent shareholders may also be regarded as exercising joint control where they have strong common interests that make it likely they will exercise their voting rights together, for example due to family ties or mutual economic dependence.

There are two alternative sets of jurisdictional thresholds:

First, a transaction is notifiable if, in the last business year preceding the concentration, (i) the combined worldwide turnover of all undertakings concerned exceeded €500 million, (ii) at least one undertaking concerned achieved turnover in Germany of more than €50 million, and (iii) at least one other undertaking concerned achieved turnover in Germany of more than €17.5 million.

Alternatively, a transaction is notifiable under the transaction value threshold if (i) the combined worldwide turnover of all undertakings concerned exceeded €500 million, (ii) one undertaking concerned achieved turnover in Germany of more than €50 million, (iii) neither the target nor any other undertaking concerned achieved turnover in Germany of more than €17.5 million, (iv) the value of the consideration for the transaction exceeds €400 million, and (v) the target has significant activities in Germany. Following a 2025 judgment of the Federal Court of Justice, the latter requirement is interpreted broadly (see the question on valuation).

There are no asset-based or market share-based thresholds.

The undertakings concerned are, in the case of an acquisition of sole control, the acquirer and the target; in the case of joint ventures, each parent acquiring joint control or a shareholding of at least 25% and the joint venture itself. The seller is not taken into account to the extent it relinquishes control over the target. Where the seller retains control, for example where only a minority shareholding of 25% or a competitively significant influence is acquired, the target remains part of the seller’s group and the entire seller group’s turnover is therefore attributed to the target. In the case of an acquisition of assets, only the turnover attributable to the acquired assets is taken into account on the target side.

At least two undertakings concerned with domestic German turnover are required. It does not matter which of them exceeds €50 million and which exceeds €17.5 million. In joint venture cases, the thresholds may be met by two parent companies alone, even if the joint venture itself has no activities in Germany (see joint ventures and foreign-to-foreign transactions). The worldwide threshold is global in scope and the domestic thresholds are national. All thresholds refer to total group turnover, not only to turnover in the markets affected by the transaction and are assessed at group level.

Note that unlike under the EUMR, where several undertakings jointly control a company, that company is treated as a subsidiary of each of them and its turnover is therefore attributed in full (not pro rata) to each controlling parent.

The thresholds can only be changed by legislation. A reform bill currently before Parliament would raise them to €750 million, €75 million and €20 million respectively. The reform bill would also significantly amend the transaction value threshold (see future developments).

No local subsidiary, branch or assets in Germany are required. The domestic turnover thresholds are met by sales to customers in Germany, including direct sales from abroad. In addition, a concentration is only subject to German merger control if it has appreciable effects in Germany. This is typically not an issue where two parties exceed the domestic thresholds but can be relevant in joint venture and minority cases.

The thresholds do not generally vary by sector, but there are special turnover calculation rules for trade in goods, the press, broadcasting, banks and insurers (see the question on valuation).

Further company-specific rules may apply: Following a sector inquiry, the FCO may order individual companies to notify, for a period of three years (renewable), every concentration in the sectors examined, provided that the acquirer achieved domestic turnover of more than €50 million and the target domestic turnover of more than €1 million. The FCO made use of this power for the first time in November 2025, obliging the Rethmann group (to which the waste management company Remondis belongs) to notify, for three years, every concentration in which the target achieved domestic turnover of more than €1 million, of which at least €100,000 in the collection of non-hazardous municipal waste (including packaging waste) or in the processing of container glass. In addition, certain hospital mergers are exempt from merger control.

The German thresholds are not linked to any other factor (such as a minimum wage); they are fixed euro amounts.

Turnover is determined on the basis of the last completed business year preceding the concentration, generally using the audited (consolidated) accounts. Turnover means the revenues after deduction of sales rebates, VAT and other taxes directly related to turnover. Internal sales between companies of the same group are disregarded. The entire group turnover of an undertaking concerned is included. Where several undertakings jointly control a company, that company is treated as a subsidiary of each of them; unlike under the EUMR, its turnover is therefore attributed in full (not pro rata) to each controlling parent. Acquisitions and divestments completed after the end of the relevant business year should be reflected in the figures.

Special rules apply to certain sectors: (1) only three quarters of revenues from trade in goods are taken into account; (2) revenues from the publishing, production and distribution of newspapers and magazines are multiplied by four; and (3) revenues from the production, distribution and broadcasting of radio and television programmes and the sale of broadcasting advertising time are multiplied by eight. For banks and financial institutions, turnover is replaced by the sum of certain income items (such as interest, commission and trading income), and for insurers by gross premiums written.

Turnover is geographically typically allocated to the place where the customer is located, ie where the competition for the customer takes place (usually the place of delivery or of the provision of services).

There are no asset-based thresholds.

For the transaction value threshold, the value of the consideration includes all assets and all other monetary benefits which the seller receives from the acquirer in connection with the concentration (including deferred and contingent components such as earn-outs), plus the value of any liabilities assumed by the acquirer. Whether the target has significant activities in Germany is assessed qualitatively. According to the Federal Court of Justice, it suffices that the target is active in Germany in a market-related manner that is not merely marginal. Relevant indicators include the number of users or customers in Germany, German-based research and development or sites, and, in digital markets, the processing of data relating to users in Germany. The FCO has announced that its joint guidance with the Austrian competition authority on the transaction value thresholds no longer reflects the current legal position and will be revised.

Market shares are not relevant for the jurisdictional thresholds. They only need to be stated in the notification (see the question on information required).

German law does not prescribe a specific exchange rate. Turnover generated in currencies other than the euro is converted at the annual average exchange rate of the business year to which the turnover relates, using the reference rates published by the European Central Bank.

There are no asset-based thresholds. For the value of the consideration under the transaction value threshold, the conversion should reflect the exchange rate at the time the consideration is determined.

Germany’s currency is the euro. According to the European Central Bank’s reference rates, the average exchange rate for 2025 was €1 = US$1.1300, ie US$1 = €0.8850.

Joint ventures are subject to German merger control if they fulfil one of the types of concentration described above, ie where two or more parents acquire joint control, where two or more parents each acquire 25% or more of the shares or voting rights, or where a parent acquires a competitively significant influence. Unlike under the EUMR, it is irrelevant whether the joint venture is full-function. Non-full-function joint ventures, such as purchasing, research and development or production joint ventures, are equally caught.

There are no separate thresholds for joint ventures. The undertakings concerned are each parent that acquires joint control or at least 25% of the shares (or already had 25% or more of the shares prior to the transaction) and the joint venture company itself. In the case of a newly created joint venture, this is often only the parents. Where joint control is acquired over an existing business, the turnover of that business is included, and a seller that retains joint control or a shareholding of at least 25% is itself an undertaking concerned as a parent. As the turnover of each parent is included in full, the domestic thresholds are frequently met by two parents alone.

Consequently, there may be a filing requirement even if the joint venture has no current or planned activities in Germany. In such cases, however, the transaction is only subject to German merger control if it has appreciable effects in Germany. According to the FCO’s guidance on domestic effects, such effects can generally be excluded for a joint venture that is not actually or potentially active in markets covering Germany in whole or in part, provided that (1) not more than one of the joint venture’s parent companies is active in Germany on the same relevant product market on which the joint venture operates abroad, (2) the parent companies are not potential competitors on these markets and (3) not more than one parent company is currently active on a domestic market upstream or downstream of the joint venture’s product market.

Other constellations require a case-by-case assessment, in particular of possible spillover effects on competition between the parents in Germany. The FCO has pursued foreign joint ventures in the past. Where there is doubt, a precautionary notification or an informal consultation with the FCO is recommended.

Note that a clearance decision only covers the merger control aspects of a concentration. The prohibition on anticompetitive agreements remains applicable to the extent that the joint venture leads to a coordination of the competitive behaviour of the parents (for example where parents remain active in the joint venture’s market or in closely related markets). The FCO has in the past informed parties where it intended to further scrutinise the joint venture based on the prohibition of anticompetitive agreements.

Yes. Because German law provides for several independent types of concentration, including formal shareholding thresholds of 25% and 50%, each step of a transaction may constitute a separate concentration. Examples include the acquisition of a 25% stake followed by the acquisition of control, the step-by-step build-up of a shareholding, or the exercise of an option. Where the individual steps are sufficiently concrete, legally or economically linked and closely related in time, the FCO typically accepts a single notification covering all steps, and one clearance then covers the entire transaction. Subsequent steps that were not covered by the original notification (for example the later exercise of an option not yet sufficiently concrete at the time of filing) require a new notification if they constitute a new concentration.

Also, note that two (or more) transactions between the same undertakings within two years are treated as a single concentration if, as a result, the turnover thresholds are reached, or the conditions of the transaction value threshold are fulfilled. The relevant date to determine whether a notification is required is the date of the last transaction.

Filing fees are charged per notification. Where several concentrations are covered by one notification, a single fee is typically charged, which may reflect the increased administrative effort.

The thresholds do not differ for foreign-to-foreign transactions. German merger control applies irrespective of where the parties are incorporated or where the transaction documents are signed and closed. The only additional requirement is that the concentration must have appreciable effects in Germany. Where two undertakings concerned exceed the domestic thresholds in an acquisition of sole control, such effects are generally present.

The FCO has enforced the German rules in foreign-to-foreign cases. It imposed a fine of €4.5 million on a US company that closed the acquisition of another US company before German clearance, and it has conducted post-closing reviews of joint ventures established abroad by non-German parents.

Not applicable.

The substantive test is whether a concentration would significantly impede effective competition, in particular by creating or strengthening a dominant position. It assesses horizontal, vertical and conglomerate effects, both unilateral and coordinated, and increasingly considers the loss of potential and innovation competition, access to data and network effects.

Several features differ from the EU regime: First, German law contains rebuttable market share presumptions: single dominance is presumed at 40%, and collective dominance where three or fewer undertakings together hold 50%, or five or fewer hold two thirds. Second, under a ‘balancing clause’, a concentration must be cleared if the parties prove that it also improves competitive conditions, typically on other markets, and that these improvements outweigh the impediment. Third, a concentration cannot be prohibited if it only affects markets that have existed for at least five years with a total German volume below €20 million.

No. The FCO’s assessment is based exclusively on competition criteria.

Such factors can, however, be taken into account in a separate procedure following a prohibition. Within one month of a prohibition decision, the parties may apply to the Federal Minister for Economic Affairs and Energy for a ministerial authorisation. Ministerial authorisations are rare: since 1973, only ten have been granted (most recently in 2019), most of them subject to conditions.

No. The merger control clearance only concerns the concentration itself. The parties must self-assess such restrictions.

There is no statutory deadline for notification. Transactions must be notified and cleared before they are implemented.

A notification can be made as soon as the parties can demonstrate a good faith intention to carry out the transaction and the project is sufficiently concrete, in particular with regard to the parties, the transaction structure and the essential terms. Hence, notifications can be made before signing but the FCO will not review purely hypothetical projects.

In practice, notifications before signing are most common in auction processes or where the timing is otherwise critical. If the transaction changes materially after notification (for example with regard to the parties or the scope of the business acquired), a new or supplementary notification may be required.

Pre-notification contacts are not usual practice and are not mandatory. There is no formal pre-notification procedure. Transactions that do not raise competition concerns are typically notified without any pre-notification discussions.

For more complex transactions that may raise competition concerns, pre-notification contacts may be advisable. They typically involve the submission of a draft notification and discussions of market definition and the available data. Well-prepared pre-notification contacts can significantly reduce the risk of an in-depth investigation being opened merely for lack of time.

The FCO’s review consists of two phases.

In the first phase, the FCO has one month from receipt of the complete notification to decide whether to open an in-depth investigation (second phase). If it considers the transaction unproblematic, it clears it by an informal letter, frequently before the end of the one-month period. If the FCO does not inform the parties within one month that it has opened a second phase, the concentration is deemed cleared.

If a second phase is opened, the FCO must issue a formal decision within five months of receipt of the complete notification (ie four further months). The decision either clears the transaction, with or without conditions and obligations, or prohibits it. If no decision is issued within this period, the concentration is deemed cleared.

The one-month period of the first phase cannot be extended or suspended. In practice, parties may consider withdrawing and re-filing a notification during the first phase in order to give the FCO additional time and avoid a second phase; the re-filing starts a new one-month period.

The five-month period of the second phase can be extended or suspended in the following circumstances:

• If a party to the concentration failed to answer a previous formal request completely or in time for reasons for which it is responsible, the period is suspended until the information has been provided in full.
• If the parties offer remedies for the first time in the second phase, the period is automatically extended by one month.
• In addition, the period may be extended with the consent of the notifying parties, without any statutory limit; such extensions are common in complex cases, particularly to allow for the market testing of remedies.

The review periods only begin to run once the notification contains all information required by law.

Note that if a notification or a response to an information request contains incorrect or misleading information, the FCO may revoke a clearance that is based on such information (see penalties for incomplete or misleading information).

There is no formal fast-track procedure, but the FCO can clear a transaction at any time before the end of the review period. Unproblematic transactions are often cleared within two to three weeks. In practice, the FCO is also receptive to a specific need for an early decision (for example the financing structure, the timetable of a public offer or an insolvency situation) and is usually willing to accommodate such requests if the transaction is unproblematic and the internal workload permits. In exceptional cases, clearance has been granted even within a few days. Note there is no legal entitlement to a shortened review.

The obligation to notify rests with all undertakings concerned. All of them may in principle be fined for a failure to notify or for implementing a transaction before clearance. In practice, the notification is usually prepared and submitted by the acquirer’s counsel on behalf of all parties.

There is no prescribed filing form. In practice, the length and detail of the notification depends largely on the transaction and its complexity. Minimum requirements include inter alia (i) details about the form and the structure of the concentration; (ii) details about the undertakings concerned including their turnover in Germany, in the EU and worldwide; (iii) market share estimates including the basis for their calculation; (iv) in the case of a share deal, the shareholding acquired and the total shareholding held; and (v) for undertakings with a registered office outside Germany, an authorised recipient for service in Germany. The notification must be submitted in German.

Note that the FCO may request additional information at any time, informally or by formal decision. In complex cases, and in particular in the second phase, the FCO regularly requests extensive data (for example on sales, customers and bidding processes) and, increasingly, internal documents.

German law does not require any supporting documents to be filed with the notification. Note that the FCO may request additional information at any time.

There is no formal signature requirement. The notification is usually signed by the notifying parties’ counsel. Notifications may currently be submitted in writing or electronically; under the reform bill currently before Parliament, electronic submission would become mandatory from 2028.

Yes. The FCO charges an administrative fee after the conclusion of the proceedings. The fee depends on the economic significance of the transaction and the FCO’s administrative effort. Currently, the fee may not exceed €50,000 (except in exceptional cases where it may be increased to up to €100,000).

In practice, filing fees typically range between € 5,000 and € 15,000 in less problematic cases. According to the explanatory memorandum of the pending reform bill, average fees currently amount to approximately €7,500 for first-phase proceedings and €30,000 for second-phase proceedings.

Note that the reform bill currently before Parliament would raise the fees for merger control proceedings (see future developments).

The FCO publishes a list of all pending merger control proceedings on its website, which is currently updated on Tuesday and Friday mornings. The list contains basic information (the parties involved, the product areas concerned and the date of notification). Requests for confidentiality of the fact of notification are granted only in exceptional cases.

In addition, the opening of a second phase and second-phase decisions are published in the Federal Gazette and on the FCO’s website. In more significant cases, the FCO also issues press releases.

Transactions that clearly do not raise competition issues are usually cleared without any market inquiry. Where the parties’ activities overlap to a relevant extent or vertical issues arise, the FCO contacts market participants, in particular customers, competitors and suppliers, and, where relevant, trade associations and consumer organisations. This may take the form of informal telephone calls or of formal requests for information (increasingly via online questionnaires), which are binding on the recipients and enforceable by fines.

Market inquiries are usually carried out early in the first phase, shortly after notification, and far more extensively in the second phase. Remedy proposals are also market tested.

Third parties whose interests are substantially affected by the decision, including competitors, customers and consumer associations, may apply to be admitted to the proceedings as intervenors. Admitted intervenors have the right to be heard and may be granted access to the non-confidential file.

Neither the parties’ notification nor the clearance decision after a phase one proceeding are published by the FCO. In selected first-phase cases of interest, the FCO publishes a press release or a short case summary.

At the end of a second phase, the FCO will usually publish a press release on the day of the decision. A non-confidential redacted version of the full decision is published on the FCO’s website usually several weeks to months later. The parties are given the opportunity to request redactions of business secrets before publication.

The FCO cooperates closely with the European Commission and the other national competition authorities of the EU Member States within the framework of the European Competition Network.

The FCO also maintains working relationships with numerous foreign authorities and has also entered into formal cooperation agreements with some authorities, including the United States. These agreements aim to promote coordination and policy dialogue. However, they do not override national confidentiality rules.

In multi-jurisdictional merger cases, the FCO usually asks the parties for waivers to discuss confidential information with other authorities. The parties are not obliged to grant such waivers, and refusing to do so has no legal consequences, although it may make the coordination of parallel reviews, in particular of remedies, more difficult.

The FCO can clear a concentration subject to conditions and obligations to ensure that the parties comply with commitments offered to address its concerns. The FCO has a strong preference for structural remedies, in particular the divestiture of a business, of sites, of brands or of shareholdings.

Access remedies (for example to infrastructure, licences or technology) are accepted in exceptional cases where they have an effect equivalent to a structural remedy. Purely behavioural remedies are accepted even less frequently than by the European Commission and the US agencies. The FCO’s approach is set out in its guidance on remedies in merger control which is available on the FCO’s website along with model texts for remedies.

For divestiture remedies, the FCO regularly requires an up-front buyer solution, ie it usually prefers to make clearance subject to a condition precedent, under which the parties may only close their transaction once the divestiture business has been sold to a pre-approved purchaser. Conditions subsequent, which allow closing before the divestiture has been implemented, are accepted only where the divestiture business is clearly viable and marketable.

Note that purchasers of divestiture businesses must be approved by the FCO. The purchaser must be independent of the parties, have sufficient financial resources and proven expertise, and have the ability and incentive to maintain and develop the divestiture business as an active competitor. The acquisition by the purchaser must not itself raise competition concerns and may require separate merger clearance. Monitoring and divestiture trustees are regularly appointed.

Remedies must be offered by the parties. The FCO cannot impose remedies that the parties have not offered. The FCO will, however, explain its competition concerns, usually in a statement of objections, and discuss possible solutions.

There is no statutory deadline for offering remedies. However, the first offer of remedies in the second phase extends the review period by one month, and the FCO expects remedies to be submitted sufficiently early to allow market testing and an assessment before the end of the review period.

Remedies can only be imposed in second-phase decisions. In the first phase, the FCO cannot accept formal remedies. The parties may, however, amend the transaction itself, for example by excluding overlapping activities from its scope, and re-notify the amended transaction, which can then be cleared in the first phase.

Remedy proposals are market tested. The FCO sends questionnaires to customers, competitors and other market participants on the suitability and viability of the proposed remedy and, where relevant, discusses potential purchasers.

Technically, all undertakings obliged to notify, ie the acquirer, the target and, in the case of asset and share acquisitions, the seller, as well as the individuals acting on their behalf (for example managing directors) are liable. However, in practice, the FCO has primarily imposed fines on acquirers. The rules apply equally to foreign-to-foreign transactions, and the FCO has in the past fined a US acquirer that closed an acquisition in the US before German clearance.

German law does not penalise the failure to notify as such but the implementation of a notifiable concentration before clearance, which is an administrative offence. Undertakings can be fined up to 10% of the total worldwide turnover of the group in the business year preceding the decision; individuals up to €1 million. There are no criminal penalties. Past fines include €4.5 million (2008) against a US company for gun-jumping in a foreign-to-foreign transaction. Where the parties voluntarily disclose an infringement committed negligently and the transaction is unproblematic, the FCO has often imposed only moderate fines or refrained from imposing a fine.

The FCO may also prohibit specific implementation measures by interim order, as it did in a major retail case in which the Federal Court of Justice confirmed that the prohibition covers measures anticipating the effects of the concentration.

Legal acts implementing the concentration are provisionally invalid (see the prohibition on closing prior to clearance). The FCO conducts an ex post review (dissolution proceedings) of any completed concentration, which is not subject to any deadlines. If the concentration meets the prohibition criteria, the FCO orders it to be unwound. If not, the FCO discontinues the proceedings, and the legal acts become valid. Additional fines of up to € 100,000 may apply if the parties fail to self-report a transaction, which has been consummated before notification.

Where the parties need to close before German clearance, they should either obtain a derogation from the FCO or fully carve out the German business from the transaction, so that the transaction closed abroad does not itself require German clearance; mere hold-separate arrangements are insufficient. Parties should also make closing conditional upon clearance, avoid pre-closing integration and the exchange of competitively sensitive information (using clean teams where necessary), and request an expedited review if timing is critical.

Providing incorrect or incomplete information in a notification, or in response to a formal request for information by the FCO, is an administrative offence.

Undertakings can be fined up to 1% of their total worldwide group turnover in the business year preceding the decision; individuals up to €100,000. The FCO has previously fined individuals for an incomplete notification.

A clearance decision may be revoked if it is based on incorrect information or was obtained by deceit; in that case, the FCO may examine the transaction again and, if it has already been implemented, initiate dissolution proceedings.

Formal decisions of the FCO in merger control proceedings, in particular second-phase clearances (with or without conditions) and prohibitions, can be appealed to the Higher Regional Court of Düsseldorf, which reviews the decision in full on the facts and the law. A further appeal on points of law lies with the Federal Court of Justice; at present, it requires leave from the Higher Regional Court or a successful appeal against the refusal of leave.

Informal first-phase clearance letters are not decisions and cannot be appealed. Ministerial authorisations can also be appealed to the Higher Regional Court of Düsseldorf.

The parties to the concentration may appeal against decisions that adversely affect them. Third parties may appeal if they were admitted to the proceedings as intervenors and are directly and individually adversely affected in their economic interests by the decision. According to the case law of the Federal Court of Justice, third parties whose application for admission was rejected solely for reasons of procedural economy may also appeal.

The number of notifications has stabilised at a lower level since the thresholds were raised in 2021. The FCO reported 876 in its annual report 2025/2026. The share of in-depth investigations remains very low: only two second-phase proceedings were opened in 2025, and three were concluded (one prohibition, one withdrawal and one discontinuation). In practice, problematic transactions are often abandoned or restructured before or during the first phase.

Enforcement focuses on concentrated regional markets and vertically integrated groups. In June 2025, the FCO prohibited the acquisition of three slaughterhouses by the Tönnies group because of its concerns on regional markets for cattle slaughtering. In July 2024, it prohibited the combination of the university hospitals of Heidelberg and Mannheim.

In June 2025, the Federal Court of Justice confirmed the FCO’s broad interpretation of the transaction value threshold in Meta/Kustomer, holding that a US software provider had significant activities in Germany due to its processing of data relating to end customers in Germany, and that the FCO may establish a filing obligation by formal decision. At the same time, the FCO has repeatedly pointed out that it was unable to review certain investments in the field of artificial intelligence under the current thresholds.

In November 2025, the FCO made use for the first time of its power to oblige a company, following a sector inquiry, to notify all acquisitions in specific sectors, even below the thresholds (Rethmann group/Remondis in waste management).

The FCO also continues to scrutinise minority shareholdings closely, as shown by its review of Lufthansa’s 10% stake in airBaltic.

Conversely, the legislature has removed a significant part of hospital mergers from the FCO’s jurisdiction until the end of 2030; the special regime was amended again in April 2026.

Changes to the merger control regime are imminent. On 15 July 2026, the Federal Government adopted a bill for a 12th amendment of the ARC, which it classified as particularly urgent. The bill was introduced in the Bundestag in September 2026 and is intended to enter into force by the end of 2026. If adopted in its current form, the bill would significantly change German merger control.

First, the turnover thresholds would be raised to €750 million (worldwide), €75 million (first domestic threshold) and €20 million (second domestic threshold). The government expects this to reduce the number of notifications by around 13 to 14%.

Second, the transaction value threshold would be integrated into the general thresholds as an equal alternative to the second domestic threshold and extended to targets that are not yet, or only marginally, active in Germany but are expected to become active in Germany to a significant extent, typically within a forecast period of up to two years. Parties would be able to submit a notice for transactions caught only by the transaction value threshold, following which the FCO would inform them within two weeks whether a full notification is required; otherwise, the transaction would be deemed cleared. The notice would have to describe the strategic and economic rationale of the transaction, supported by internal documents. The bill deliberately does not introduce a call-in power.

Further changes would include mandatory electronic filing from 1 January 2028, a higher maximum filing fee, a clarification that if a clearance is annulled on appeal a new in-depth review (rather than dissolution proceedings) is conducted without the suspension obligation reviving retroactively, broader third-party standing to appeal against ministerial authorisations, and appeals on points of law to the Federal Court of Justice no longer require leave.