On 12 August 2026, the German Federal Cartel Office (FCO) closed its long-running proceedings on the compatibility of the "50+1" rule – which requires that fan-owned parent clubs, rather than external investors, retain majority voting control over professional football clubs in the Bundesliga and Bundesliga 2 – with EU and German competition law. The FCO did so without issuing a formal order, instead communicating its final legal assessment by letter (Closing Letter). In light of recent Court of Justice of the European Union (ECJ) case law on competition law and sport, the Closing Letter concludes that the rule restricts competition by effect but may in principle be justified on public-interest grounds, provided it is applied consistently and without unjustified differentiation. The FCO identifies specific inconsistencies and sets out possible steps for the Deutsche Fußball Liga (DFL), now operating under the names Bundesliga e.V. and Bundesliga-Gruppe GmbH, to consider.
What you need to know
- Not prohibited, but not cleared either: The FCO does not consider the "50+1" rule a restriction of competition by object nor abusive by its very nature, but a restriction by effect that may be capable of justification on public-interest grounds. The Closing Letter is fact-specific guidance, not a binding clearance; without adjustments, the current rule remains legally vulnerable to third-party challenge.
- Club character and member participation as the central rationale: The FCO accepts only one objective as establishing the legal necessity of the rule: maintaining the club-based character of the sport and enabling fan participation through open voting membership. Competitive balance and sporting stability are legitimate aims in principle, but the FCO does not consider the "50+1" rule to be necessary to achieve them.
- Three inconsistencies identified: The FCO flags (i) insufficient DFL oversight of whether all clubs offer fans realistic access to full voting membership, (ii) the benefactor exemption and proposed status quo protection for legacy structures, and (iii) the DFL's failure to enforce compliance at its own General Assembly vote in December 2023. The DFL must address these inconsistencies to secure the rule's compliance with competition law.
Background: the “50+1” rule and the FCO proceedings
What is the “50+1” rule?
The “50+1” rule is a provision in the DFL’s statutes that requires the fan-owned parent club – organised as a registered association (eingetragener Verein, e.V.) – to retain majority voting control over the professional football club competing in the Bundesliga or Bundesliga 2. It is enforced through the league’s licensing process. Only clubs meeting this structural requirement receive a licence to participate.
How does the “50+1” rule work?
Where a club has outsourced its professional operations into a corporate vehicle, the legal form of that vehicle determines what counts as “controlling influence”. For a German limited liability company (GmbH) or German stock corporation (AG), the parent club must hold more than 50% of the voting rights – hence “50+1”. For a partnership limited by shares (KGaA) – the most common structure in the Bundesliga – the parent club (or a wholly controlled subsidiary) must retain the general-partner position, which carries management authority regardless of equity ownership. External investment is not prohibited. Investors may acquire substantial economic stakes, including potentially all limited partnership shares in a KGaA, provided the parent club’s controlling position is preserved.
A separate benefactor exemption permits a departure from these requirements where another legal entity has continuously and substantially supported the club’s football activities for more than 20 years. The current beneficiaries of this exemption are Bayer 04 Leverkusen and VfL Wolfsburg.
Why is competition law relevant?
Under EU law, sport is subject to competition rules insofar as it constitutes an economic activity. The Bundesliga and Bundesliga 2 are competitions with significant commercial dimensions – media rights, sponsorship, transfer markets – and the “50+1” rule directly shapes how their participants may structure ownership and raise capital. That is sufficient to bring it within the scope of Articles 101 and 102 of the Treaty on the Functioning of the European Union (TFEU) and their German equivalents, Sections 1 and 19 of the Act against Restraints of Competition.
What did the FCO decide?
In 2018, the DFL itself asked the FCO for a legal assessment of the rule (Case No. B6-37/18). On 12 August 2026, after eight years of proceedings and following recent ECJ case law on competition law and sport, the FCO closed the proceedings without issuing a formal order (see the FCO press release of 12 August 2026). The Closing Letter sets out fact-specific guidance rather than a binding clearance decision. It concludes that the rule restricts competition by effect but may in principle be justified on public-interest grounds, provided it is applied consistently and without unjustified differentiation. As FCO President Andreas Mundt put it: “Our assessment under competition law remains essentially unchanged: the objective of maintaining the club character of the sport and allowing club members to participate continues to justify the “50+1” rule. However, this is subject to the condition that the rule is applied consistently and without making objectively unjustified distinctions." The Closing Letter does not prescribe a single remedial model but leaves the DFL to determine how to address the identified issues within the applicable legal framework.
ECJ judgments: the legal framework for sports governance
The FCO’s analysis draws on five recent ECJ judgments in which the ECJ assessed specific sports governance rules against EU competition law. Although the cases concern different sports and rules, they establish a common framework directly applicable to the “50+1” rule: sports federations may adopt rules to govern their sport, but rules that have economic effects remain subject to EU competition law and the EU fundamental freedoms (in particular the freedom of establishment and the free movement of services and capital).
- Super League (C-333/21) – gatekeeping and prior authorisation: This case concerned authorisation of the proposed European Super League under UEFA's prior-authorisation scheme for new competitions. The ECJ held that authorisation and sanctioning mechanisms must be based on predetermined, transparent, objective, non-discriminatory and proportionate criteria that are subject to review. Article 165 TFEU – which requires the EU to take account of the specific nature of sport, its structures and its social and educational function – provides no general exemption for sports federations or sporting rules.
- Royal Antwerp (C-680/21) – training incentives: This case concerned UEFA’s and the Belgian football federation's (URBSFA) “home-grown player” rules, which encouraged clubs to include locally trained football players in their squads. The ECJ found that in order to comply with the rules on competition and free movement they must be structured and applied uniformly and coherently so that clubs compete under comparable conditions.
- ISU (C-124/21 P) – authorisation and sanctions: The International Skating Union’s eligibility rules threatened speed skating athletes with lifetime bans for participating in unauthorised rival events. The ECJ held that a federation may not use its regulatory, supervisory and sanctioning powers to keep competing events out of the market without clear, reviewable and non-discriminatory criteria and proportionate application.
- ROGON (C-428/23) and RRC Sports (C-209/23) – scope of justification: Both cases concerned regulations governing football agents – the DFB’s national agent rules and FIFA’s Football Agent Regulations respectively. The ECJ clarified that sporting federations could, as a matter of principle, adopt rules that had effects on non-member undertakings such as agents. Such rules are not in themselves restrictive of competition by their very nature and any restrictions can be justified by legitimate public interest objectives, provided they are suitable, necessary and proportionate to achieving those objectives.
None of these judgments result in the automatic prohibition of the “50+1” rule or require abandonment of the club-based model. They do, however, require rules with economic effects to be assessed under Articles 101 and 102 TFEU and the fundamental freedoms. A restriction by effect may be justified where it pursues a legitimate public-interest objective, is genuinely necessary and proportionate to achieving that objective, and is structured and applied coherently, consistently, and transparently, and without unjustified differentiation.
Application of the “50+1” rule by the FCO
Restriction of competition
The FCO concludes that the “50+1” rule is not a restriction of competition by object – i.e. it is not conduct so evidently harmful from its nature and context that its effects need not be examined.
The “50+1” rule does, however, restrict competition by effect – i.e. it has an actual or likely impact on competitive conditions within its economic and legal context. The FCO considers the “50+1” rule to have that effect because it limits competition for investment in professional football. According to the Closing Letter, the rule prevents a licensee from offering an investor secure controlling influence that may support a larger capital contribution, thereby affecting the licensee’s ability to raise funds for its sporting and commercial activities.
In practice, this restriction on controlling influence can translate into competitive disadvantage and can have sporting and commercial consequences. A club that can offer an investor greater control may be able to raise more equity, fund a stronger playing squad and improve its prospects of sporting success, which can in turn increase ticket, sponsorship, media-rights and competition revenues.
Justification on public interest grounds
Even where a governance rule restricts competition by effect, it may nevertheless be justified if it pursues a legitimate public-interest objective, is genuinely necessary to achieve it and does not go beyond what is necessary. The FCO identifies the principal justification as the objective of maintaining the club-based character of the sport and enabling club members to participate. The FCO also considers competitive balance and stability of sporting competition as legitimate objectives in principle, but concludes that they do not justify the “50+1” rule.
Justification depends not only on the legitimate objective, but also on coherent, transparent, consistent and non-discriminatory application of the rule, unless a difference in treatment is objectively justified. This is precisely where the FCO’s criticism of the rule lies. The Closing Letter identifies inconsistencies in the current DFL League Statutes and licensing practices that may jeopardise the “50+1” rule's justification.
Where the FCO identifies inconsistencies
The FCO identifies three areas in which the DFL's League Statutes and licensing practices fall short of the consistency and coherency required for the “50+1” rule's justification under competition law.
Open access to club membership and member participation
First, the FCO is concerned that the DFL has not paid sufficient attention to whether all clubs offer fans a realistic opportunity to become full voting members. The legal form of a “club” is not enough. The internal organisation must permit meaningful participation, including access to the relevant membership rights and governance processes.
The FCO does not equate openness with an immediate right of admission for every interested person. An open club may apply reasonable, non-arbitrary conditions (such as a minimum period of membership or limits on simultaneous membership in another football club), but access to full voting membership must in principle remain possible for broad sections of the public and the applicable contributions must remain affordable. Full participation includes, in particular, voting, speaking and application rights and the ability to stand for election to club organs. Members should not be denied access to meetings unless there is an objective justification for doing so.
The Closing Letter identifies as possible measures to ensure open access, a basic openness requirement in the League Statutes, coherent licensing practices and published interpretive principles, including on the club’s rights of influence.
Benefactor exemption and status quo protection – Bayer Leverkusen and VfL Wolfsburg
Second, the FCO considers that the benefactor exemption is inconsistent with the regulatory objective of club character and member participation. The benefactor exemption permits autonomous management without controlling influence from an open club, and its conditions (20 years of uninterrupted and substantial support) lack sufficient connection to the public-interest objective.
The clubs currently affected by this exemption are, in particular, Bayer 04 Leverkusen, with Bayer AG as its corporate benefactor, and VfL Wolfsburg, with Volkswagen AG as its corporate benefactor.
The FCO identifies removal of the benefactor exemption as a measure that could be suitable in principle. In its view, permanent status quo protection – under which former benefactor clubs retain only limited rights to appoint representatives, participate in decision-making or exercise veto rights – would not be sufficient. Instead, the FCO indicates that status quo protection may only be granted on condition that the club transitions to a compliant ownership structure – with an open club holding a majority interest – within a reasonable transition period.
DFL internal voting process
Third, the FCO criticised the DFL for failing to consistently apply the “50+1” rule at the members' assembly on 11 December 2023. The FCO’s concern centred on the DFL’s disregard of a known instruction from Hannover 96 e.V. regarding the voting behaviour of Hannover 96 KGaA in the ballot on investor participation in the DFL's media revenues. Although the DFL was aware that the parent club's right to issue instructions was the decisive element underpinning the compatibility of Hannover 96's governance structure with the "50+1" rule – as the DFL itself had publicly communicated – it took no measures to prevent a vote cast contrary to that instruction. The ballot achieved exactly 24 out of 36 votes, precisely the required two-thirds majority, meaning that a single vote cast in defiance of the parent club's instruction could have been outcome-determinative. Given that the “50+1” rule is only compatible with competition law insofar as it serves the public interest objective of ensuring participatory governance through the parent clubs, inconsistent application undermines that very justification. In the FCO’s view, the DFL should at the very least have postponed the vote or, in the event of a vote contrary to the instruction, refused to count the relevant ballot in order to ensure coherent enforcement of the rule.
What this means for investors and clubs
The FCO's closing of the proceedings is not a comprehensive clearance of the “50+1” rule. Because it was closed without a formal order, the Closing Letter is best understood as fact-specific guidance. The basic model may in principle be justified where it pursues the recognised public-interest objective of maintaining club character and member participation and is applied transparently, consistently and without differentiation (unless objectively justified).
The DFL is under no obligation to adopt a particular model and the FCO cannot set a deadline for amendments to the rule, but without adjustments the “50+1” rule's justification remains uncertain. Competition law does not lock in the current framework either: the DFL could also reduce or restructure the majority-interest requirement, provided it does so in compliance with the competition law framework described above.
The practical implications for investments in German professional football are as follows:
- Governance due diligence in transactions: The FCO's analysis confirms that compliance with the “50+1” rule turns not only on headline ownership percentages but on the substance of controlling influence – voting rights, board appointment rights, vetoes and reserved matters. In any transaction involving a Bundesliga or Bundesliga 2 club, the gap between formal ownership and actual governance will attract closer scrutiny.
- Structuring investments: Investments in Bundesliga and Bundesliga 2 clubs must generally preserve the parent club’s majority interest or an equivalent controlling position. Significant economic participation – including, in a KGaA structure, potentially all limited partnership shares – may be achievable, but investors should not expect to acquire secure control over the club or its day-to-day management.
- Benefactor and legacy structures: Existing benefactor exemptions and status quo arrangements face increased regulatory scrutiny. Permanent structures that allow a departure from the parent club’s majority interest may be difficult to reconcile with the FCO’s requirement of homogeneous competitive conditions. Investors and clubs relying on such arrangements should consider whether a phased transition towards a compliant ownership structure may be necessary.
- League rules and compliance: The DFL’s statutes, licensing criteria and internal procedures must meet EU competition law standards of necessity, proportionality, transparency and consistent application. For market participants, this means that league rules affecting economic conditions – including investor participation, ownership structures and voting rights – are subject to legal challenge if applied inconsistently or without objective justification. Clubs and investors should monitor how the DFL implements the FCO’s guidance.
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Authors: Sergej Bräuer, Partner; Donald Slater, Partner; Peter Turner-Kerr, Counsel; Raphael Dionis, Associate; Dimitra Karakioulaki, Associate; Sarah Schaible, Transaction Lawyer; Aamir Hajjout, Research Assistant.
