On 4 June 2026, the Federal Ministry for Economic Affairs and Energy (BMWE) published a ministerial draft (Referentenentwurf) for the 12th Act amending the German Act against Restraints of Competition (GWB) (Draft 12th GWB Amendment). Conceived as an implementation of the CDU/CSU/SPD coalition agreement’s pledge to make enforcement faster and more efficient, the Draft 12th GWB Amendment is at heart an exercise in recalibration: it lightens the merger control burden for many while sharpening the Federal Cartel Office’s (Bundeskartellamt or FCO) reach over a few transactions it can prioritise. A series of institutional and procedural reforms round off the package. As a Referentenentwurf, it may still change during consultation and the legislative process.

Key takeaways

• Filing thresholds rise across the board. The draft envisages to increase the worldwide threshold to €750 million and the first domestic threshold to €75 million (both a +50 percent increase), with the second domestic threshold increasing to €20 million (+14 percent increase). As a result, fewer transactions would be notifiable in Germany.
• The transaction-value threshold is recast and extended. It becomes a trigger in its own right and, crucially, now also captures targets not yet active in Germany but likely to become so, squarely aimed at “killer acquisitions”.
• New tools and guardrails follow. A pre-notification “Phase 0” where the transaction-value threshold alone is triggered, suspicion-independent procurement screening, an eight-year term for the FCO President, and increased administrative fees (e.g., for merger notifications) are further expected changes to the GWB.

Merger control thresholds – the main area of the Draft 12th GWB Amendment

Higher thresholds, fewer notifiable transactions

As the BMWE emphasizes, all three turnover thresholds in § 35(1) GWB increase together for the first time. The worldwide threshold rises by 50 percent to €750 million, the first domestic threshold by 50 percent to €75 million, and the second domestic threshold by just over 14 percent to €20 million. The BMWE justifies the increases by reference to inflation and real turnover growth, and the wish to free up the FCO’s resources for higher priority cases. Based on the BMWE’s own estimations, the changes should remove roughly 13–14 percent of filings – reducing the approximately 875 annual notifications by around 120. 

A recast, broader transaction-value threshold – the headline change

The transaction-value threshold (introduced in 2017 to catch transactions that escape the turnover test) moves out of § 35(1a) and into § 35(1) No. 2(b), where it now stands as a trigger in its own right rather than being a subsidiary one. The €400 million transaction-value threshold is unchanged. The substantive novelty lies in the domestic nexus. Until now the target had to be “active in Germany to a significant extent” at the time of filing. The draft extends this to targets that are not yet – or only marginally – active in Germany but are “likely” to become so, based on a time horizon of usually up to two years. The BMWE points to several prominent transactions that could not be reviewed, and frames the change as building on, and extending previous BGH case law and responding to longstanding Monopolkommission calls for a weaker domestic-activity criterion.

A new “Phase 0” notification

To counterbalance the wider net, transaction-value cases will initially require only a limited notification (Anzeige) rather than a full filing. The FCO then has two weeks to indicate that a full notification cannot be dispensed with or; if it stays silent, the transaction is deemed cleared. The information notifying parties have to provide, would be more limited compared to a regular filing (for example, no shareholding list, details concerning affected markets and the parties’ market position would be required), whereas the FCO would focus on information the notifying parties still would have to provide on their horizontal and vertical relations.

Beyond merger control thresholds

Bid-rigging screening (new § 32h)

The FCO would gain power to screen public-procurement data systematically and without prior suspicion for infringements of § 1 GWB / Article 101 TFEU. For above-threshold procurement, contracting authorities must transmit data on all bidders, including losing bids, to a central procurement data service. Germany follows the example of other Member States such as Spain and Denmark here.

Additionally, contracting authorities and review chambers (Vergabekammern) may also share relevant parts of their procurement and review documentation, including confidential information, with competition authorities where bid-rigging is suspected.

Extending legal remedies against decisions granting a ministerial authorisation

Whereas, following the 9th GWB Amendment, third parties no longer had standing to appeal ministerial authorisations by the Federal Minister for Economic Affairs and Energy clearing transactions previously prohibited by the FCO (often called “Phase 3 clearance”), the proposal intends to restore the status quo ante to emphasise the exceptional nature of this instrument. The last ministerial authorisation was granted in 2019 to clear a joint venture in the engine bearing market.

Institutional and procedural changes

• The FCO President is appointed for a fixed eight-year term with no possibility for reappointment (Germany being the last EU authority with an open-ended term).
• Where undertakings were so far only able to request a no-action letter from the FCO for horizontal co-operations (for example, in novel sustainability initiatives) to obtain legal certainty, the draft extends this tool to vertical co-operations as well.
• From 1 January 2028, merger notifications would have to be submitted electronically (with a transition period up to the end of 2027).
• Fee caps (Gebührenobergrenzen) for proceedings before competition authorities are modernised and increased for the first time since 1989 to better reflect actual administrative costs. For instance, in relation to merger control proceedings, the new maximum fee will be EUR 100,000. In practice, average fees are expected to rise by 20-50 percent. For instance, a Phase I proceeding currently costing €10,000 could increase to above €13,000, and the costs for a Phase II proceeding increase from currently €35,000 to above €50,000.
• The FCO would need to publish its non-confidential merger control decisions on its website after issuance, increasing enforcement transparency.

Practical considerations

The proposal is not yet final and may undergo further changes during the legislative process. It nevertheless highlights that the practical difficulties surrounding the transaction-value threshold remain central to the legislator’s concerns.

While many transactions will fall outside German merger control, acquisitions of early-stage or pre-revenue targets, particularly in the digital and life sciences sectors, are likely to face a more demanding, forward-looking nexus assessment. This will not necessarily resolve the difficulties surrounding the transaction‑value threshold and the domestic effects test but may instead shift the assessment of the same underlying issue in many transactions with weak German nexus.

Where a “Phase 0” notification is triggered and as the Bundeskartellamt may still require a full filing, parties should factor an additional two weeks into their deal timetable. However, the FCO expects to confirm, in the majority of “Phase 0” notifications, that a full filing is not necessary within its two weeks review period. In practice, to already secure the FCO’s blessing in “Phase 0”, notifying parties will be well advised to provide as much information as possible on their horizontal and vertical relations with the target.

According to the BMWE, the public consultation on the Draft 12th GWB Amendment is open until 19 June 2026.