On 5 June 2026, the German Federal Ministry for Economic Affairs and Energy (BMWE) approved and adopted the draft of the 12th Amendment to the German Act against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen, GWB) (the Draft Amendment).
The Draft Amendment is at an early legislative stage – the Bundestag and Bundesrat must still act – but it sets the direction for the upcoming debate.
What you need to know
The Draft Amendment introduces important changes to German merger control:
- It raises the turnover thresholds for merger control to EUR 750 million worldwide turnover, EUR 75 million German turnover for at least one undertaking and EUR 20 million German turnover for another undertaking.
- It elevates the transaction value threshold to an independent jurisdictional trigger on equal footing with turnover thresholds, and expands its scope to apply where the target is not yet active in Germany but is expected to have significant activity in future.
- It introduces a short-form "Phase 0" procedure for certain transaction-value cases, under which the Federal Cartel Office (FCO) has two weeks to decide whether the parties must submit a full notification.
- It clarifies that, following court annulment of a merger clearance decision, the FCO must conduct a new in-depth investigation rather than automatically initiating divestment proceedings. Implementation steps taken in reliance on the original clearance will not retroactively violate the standstill obligation.
For public procurement, the Draft Amendment introduces a new enforcement tool, allowing the FCO to screen procurement data systematically and without prior suspicion for bid-rigging indicators.
The Draft Amendment expands the FCO's advisory mechanism to vertical agreements, giving companies a potential route to more legal certainty for innovative suspicion for bid-rigging indicators.
Introduction
On 5 June 2026, the BMWE adopted the ministerial draft of the 12th Amendment to the GWB. The Draft Amendment proposes targeted changes to German competition law, focusing on merger control, a new public procurement screening mechanism, and procedural simplifications.
For German and international dealmakers, the proposal cuts both ways. The higher turnover thresholds should remove a number of mid-market transactions from the German filing net, while the expanded transaction value test may capture acquisitions of targets that have not yet generated substantial German activity but will likely enter German markets. Companies exploring vertical cooperation models may also gain a clearer route to upfront FCO comfort. For companies active in public procurement, the proposed screening tool increases the likelihood that the FCO detects suspicious bidding patterns across tenders without first receiving a specific complaint or tip-off.
The Draft Amendment follows the coalition agreement between German political parties CDU, CSU and SPD for the 21st legislative period, which calls for stronger competition law and faster enforcement. The proposal does not re-write the German competition law framework, but instead focuses on procedural efficiency, targeted enforcement and gaps in the current merger control regime.
Key changes to German merger control
Increase of all turnover thresholds
The Draft Amendment raises the turnover thresholds for merger control in Section 35(1) GWB. The worldwide turnover threshold increases from EUR 500 million to EUR 750 million; the first domestic threshold rises from EUR 50 million to EUR 75 million; and the second domestic threshold increases more moderately, from EUR 17.5 million to EUR 20 million. These changes are expected to reduce the number of notifications by approximately 13-14% (i.e., around 120 proceedings per year). They address a pattern observed at competition authorities globally, where constant thresholds combined with inflation and real turnover growth have steadily expanded the pool of notifiable transactions beyond what is warranted from a competition policy perspective.
Adjustment of the transaction value threshold
The Draft Amendment moves the transaction value threshold into Section 35(1) No. 2 lit. b) GWB, placing it on equal footing with the general turnover-based thresholds rather than treating it as a subsidiary route to jurisdiction. This clarifies that there is no subsidiarity relationship between the two tests: the worldwide turnover threshold (EUR 750 million) and the first domestic turnover threshold (EUR 75 million) continue to apply uniformly and either the second domestic threshold (EUR 20 million) or a transaction value exceeding EUR 400 million must also be met.
The Draft Amendment addresses legal uncertainty under the existing framework and closes enforcement gaps for acquisitions in mature markets, where turnover does not reflect the disruptive potential of innovative targets. It expands the scope of the transaction value threshold to capture targets that do not yet have substantial German activities but where there is a high probability they will become active on German markets in the future, or will significantly increase their products or user numbers in Germany. Accordingly, the provision now extends to prospective domestic activity. The explanatory memorandum points to Microsoft/OpenAI and Microsoft/Inflection as examples where a German roll-out was only imminent, and the targets therefore lacked sufficient current domestic activity to trigger a filing obligation. At the European level, these mergers were also not notifiable because they lacked sufficient turnover, an acquisition of control, or both – meaning that, despite their economic significance, no authority was able to conduct a review. The BMWE also refers to pharmaceutical and other innovation-intensive sectors as potential use cases, especially where parties can foresee international commercialisation shortly after market readiness. This expanded notification obligation also entails for the FCO the possibility of capturing further cases and, where the corresponding conditions are met, referring them to the European Commission.
New notification procedure for mergers meeting the transaction value threshold
The Draft Amendment introduces a streamlined notification procedure for mergers that are subject to notification due to the transaction value threshold. Under this new procedure, parties submit a short-form notice rather than a full merger filing. The FCO then has two weeks from receipt of a complete notice to decide whether the parties must submit a full notification. If the FCO does not request a full notification within that period, the merger is deemed cleared.
The short-form notice requires less information than a full merger filing. It should include, among other things, information on the parties, their business activities, horizontal or vertical relationships and the strategic and economic rationale for the transaction, supported by internal documents. The FCO will use this information to assess quickly whether any unresolved questions require a full notification.
This procedure aims to reduce the administrative burden for undertakings while allowing the Federal Cartel Office to concentrate its resources on cases relevant from a competition standpoint. For the parties to the transaction, the notification is likely to involve a comparable amount of work to a full application, as the relevant information must be prepared in either case.
Clarification for annulled clearance decisions
The Draft Amendment addresses the consequence of the annulment of a merger control clearance by court order, after the parties have already closed a transaction. It clarifies that the FCO must conduct a new in-depth review of the merger rather than moving straight to divestment proceedings. The review period starts fresh from the date the court ruling becomes final.
The Draft Amendment also confirms that implementation steps taken between the original clearance and the court's annulment do not retroactively breach the standstill obligation. This removes an important uncertainty under the current rules: parties that notified the transaction properly and closed in good-faith reliance on an FCO clearance should not be treated in the same way as parties that failed to notify or closed without approval. It also prevents the validity of the transaction agreements being called into question, before the final decision on the merger, on the ground that the parties allegedly breached the standstill obligation. The change therefore gives merging parties greater legal certainty during appeal proceedings and avoids forcing them to unwind a completed transaction before the FCO has re-assessed whether it can clear the merger again.
Public procurement screening: a new data-driven enforcement tool
The Draft Amendment introduces public procurement screening, giving the FCO the power to systematically detect bid-rigging in public tenders. For the first time, the FCO may request procurement data from the Public Procurement Data Service (Datenservice Öffentlicher Einkauf) and analyse that data systematically and without prior suspicion for indications of infringements. The FCO can use that data for further investigations and store it for up to five years, with an extension where the data moves into enforcement proceedings.
To build the necessary evidence base, the Draft Amendment introduces a new data transfer obligation for public contracting authorities. Contracting authorities must transmit data on all candidates and bidders to the Public Procurement Data Service within 30 days after awarding a public contract or concluding a framework agreement, and within 48 days after awarding a concession. The data includes names and addresses, VAT identification numbers, available business identification numbers and offer prices or costs. The Public Procurement Data Service stores this data for two years and does not publish it. Separately, the Draft Amendment introduces a voluntary information-sharing mechanism: contracting authorities and procurement chambers may transmit relevant documentation to competition authorities upon suspicion of antitrust violations.
The BMWE sees public procurement as a priority area for data-driven enforcement. It cites economic studies indicating that bid-rigging can increase prices in affected procurement procedures by 15-20%. Public procurement in Germany covers more than EUR 120 billion, and the BMWE notes that the EUR 500 billion special fund for infrastructure and climate neutrality, which aims to finance major public investment, increases the importance of competitive tendering. At the same time, the BMWE explains that winning-bidder data alone does not provide a reliable basis for detecting collusion. Effective bid-rigging detection requires analysis of unsuccessful bids as well. The proposal places Germany alongside other EU Member States, including Spain and Denmark, where systematic procurement data analysis already helps authorities detect and pursue bid-rigging.
More legal certainty for vertical cooperation
The Draft Amendment also expands the FCO's advisory mechanism under Section 32c(4) GWB to vertical agreements. The 10th Amendment to the GWB gave businesses a right to obtain a formal decision confirming that the authority sees no ground for intervention. Until now, that right covered horizontal cooperation only, meaning cooperation between competitors. The Draft Amendment proposes to remove this limitation, allowing companies to also seek upfront FCO comfort for cooperation with non-competitors.
The original limitation reflected resource concerns, but the BMWE now considers it unnecessary, given that case volumes have remained lower than expected. The BMWE also notes that companies may have a strong interest in legal certainty for data pools even where the cooperating parties are not competitors.
Further changes at a glance
The Draft Amendment also proposes several further changes:
- Digital merger filings: From 1 January 2028, merger control filings will only be accepted electronically, replacing the current paper-based process. A transitional period applies until 31 December 2027.
- Fees: The Draft Amendment updates the fee framework for competition authority proceedings and public procurement tribunals for the first time since 1989. Average fees in merger control rise from approximately EUR 7,500 to EUR 10,000 in Phase I and from approximately EUR 30,000 to EUR 50,000 in Phase II.
- Energy sector abuse control: The Draft Amendment extends the temporary energy sector abuse control regime under Section 29 GWB for another five years, until 31 December 2032. Since its introduction in 2007, authorities have applied the regime in around 290 proceedings and opened nearly 60 proceedings since the 2022 extension.
- Ministerial authorisation control: The Draft Amendment strengthens the rights of third-parties to challenge ministerial authorisation decisions – that is, decisions by the Federal Minister for Economic Affairs and Energy to override a prohibition imposed by the FCO on public- interest grounds. In doing so, it restores the broader standing that third parties enjoyed before the 9th Amendment to the GWB (2017), which significantly curtailed those rights of appeal.
- FCO President: The President of the FCO will serve a fixed term of eight years without the possibility of reappointment. Germany is currently the only EU Member State where the head of its competition authority serves without a fixed term.
- Appeals on points of law: The requirement to obtain leave to appeal to the Federal Court of Justice on points of law will be abolished. Appeals on points of law will be available as of right, without requiring leave.
- Access to file and rules on procedure: The Draft Amendment simplifies rules on access to file, service of documents and electronic acknowledgments, reducing the administrative burden in cartel proceedings.
- Class actions: The Draft Amendment extends the existing jurisdiction rules for competition law appeals to class actions under the Consumer Rights Enforcement Act that concern competition law claims.
- Fuel market transparency: The Draft Amendment expands the powers of the Market Transparency Unit for Fuels (MTS-K), including new authority to request price and sales information from upstream fuel suppliers and enhanced information-sharing with competition authorities.
What this means for businesses
- If lawmakers enact the Draft Amendment in its current form, the higher turnover threshold should have the most immediate practical impact: many transactions that currently require a German filing may fall below the new thresholds, saving time and costs, particularly for mid-market businesses.
- At the same time, deal teams, especially in the digital and technology sectors, should revisit German filing analyses for acquisitions of innovative or fast-scaling targets that have limited current German activity but credible plans for German market entry.
- For transaction-value cases that look obviously unproblematic, the proposed Phase 0 process offers the prospect of clearance within two weeks. The parties would still need to provide the FCO with a significant amount of information regarding the transaction rationale, party activities and any horizontal or vertical links, to enable the FCO to assess whether it can waive a full filing.
- Companies with vertical cooperation models should consider whether the expanded advisory mechanism under Section 32c(4) can help de-risk data-pooling arrangements, innovative distribution models or other vertical cooperation projects before launch.
- For contracting authorities and businesses that participate in public tenders, the new screening powers should create greater transparency and a stronger deterrent against collusive bidding. Companies should review procurement-facing competition compliance accordingly.
Timeline and next steps
The Draft Amendment now sits at an early stage of the legislative process. The government must complete inter-ministerial coordination and consultation before the cabinet can adopt a government bill and introduce it into the German Bundestag. The Draft Amendment enters into force on the day after promulgation.
Lawmakers may still amend the proposal during the parliamentary process, but transaction-heavy businesses should start tracking the key changes now. In particular, the expanded transaction value test and proposed Phase 0 process could materially affect German merger-control planning for cross-border acquisitions of innovative and pre-revenue targets.
Other authors: Dimitra Karakioulaki, Associate; Sarah Schaible, Transaction Lawyer; Aamir Hajjout, Research Assistant
