On 29 May 2026, the German Federal Ministry for Economic Affairs and Energy published the draft 12th Amendment to the GWB ("draft amendment"), introducing targeted but significant adjustments to German competition law.

While the overall system remains unchanged, the reform aims at having material practical impact, particularly for merger control and companies active in public procurement.

I. Merger control to become a more targeted and efficient system

The draft amendment introduces several important changes to German merger control. The objective is to reduce the administrative burden for businesses while ensuring that competitively relevant transactions remain subject to review.

1. Increase of turnover thresholds

The reform raises all turnover thresholds for merger control:

• The worldwide turnover threshold will increase from EUR 500 million to EUR 750 million
• the first domestic threshold will rise from EUR 50 million to EUR 75 million
• the second domestic threshold will increase more moderately from EUR 17.5 million to EUR 20 million.

These changes are expected to reduce the number of merger notifications by approximately 13 to 14 per cent. In practice, this will primarily benefit transactions that do not raise competition concerns, particularly in the mid-market segment. At the same time, the relatively limited increase in the second domestic threshold is intended to ensure that transactions affecting regional or local markets will continue to be captured.

Overall, the adjustment reflects a policy choice to focus enforcement resources on cases that are more likely to raise substantive issues.

2. Strengthening and expansion of the transaction value threshold

The draft also fundamentally revises the role of the transaction value threshold. Previously, this threshold applied only on a subsidiary basis. Under the new regime, it will stand on equal footing with the turnover thresholds as an independent jurisdictional trigger. This clarification aims at removing a source of legal uncertainty that has been widely discussed in practice. The transaction value threshold, previously set out in Section 35(1a) GWB old version is incorporated into Section 35(1) GWB, thereby aligning it systematically with the turnover thresholds. The worldwide turnover threshold (EUR 750 million) and the first domestic turnover threshold (EUR 75 million) continue to apply uniformly to both regimes. In addition, either the second domestic turnover threshold (EUR 20 million) must be met or the transaction value must exceed EUR 400 million and the target company has significant activities in Germany.

In addition, the transaction value threshold will also apply to transactions where the target company is not yet active in Germany but is expected to have significant activity in the future, either through turnover or user numbers. This change is particularly relevant for acquisitions involving innovative or fast-growing companies.

The expansion is clearly aimed at capturing acquisitions of emerging competitors, especially in digital and technology-driven sectors.

3. Introduction of a new “Phase 0” procedure

A key innovation is the introduction of a simplified procedure for transactions that are subject to merger control solely on the basis of the transaction value threshold.

Under this new “Phase 0” procedure, the notifying parties will initially submit a short-form notice containing only limited information, but including a description of the strategic and economic rationale, to be substantiated by internal decision-making documents.

The Bundeskartellamt will then have two weeks to decide whether a full notification is required. If the authority does not respond within this period, the transaction will be deemed cleared.

If, however, the authority considers that a more detailed review is necessary, it may request a full filing and initiate the standard review process. A full filing is only required where an in-depth investigation cannot be clearly ruled out.

According to the draft amendment, only a very small number of cases is likely to be escalated to a full review.

4. Clarification regarding annulled clearance decisions

The draft also addresses a previously uncertain legal situation concerning court annulments of merger clearance decisions. It clarifies that, in such cases, the authority must conduct a new in-depth investigation rather than automatically initiating divestment proceedings.

Importantly, the draft provides that implementation steps taken in reliance on a clearance decision will not retroactively violate the standstill obligation.

II. New enforcement tool: Procurement screening

The draft introduces a new enforcement instrument that allows the Bundeskartellamt to systematically analyse public procurement procedures for potential antitrust infringements.

Under this mechanism, contracting authorities will be required to submit key data on bidders, including identity, tax identification numbers, and bid prices, shortly after the contract award. The Bundeskartellamt may analyse this data without any specific suspicion and retain it for up to five years.

This new tool is intended to facilitate the detection of bid-rigging and other forms of collusion in public tenders, an area that has historically been prone to cartel conduct.

For companies participating in public procurement procedures, this development significantly increases the risk of detection.

III. Extension of the “safe harbour” instrument to vertical and other non-horizontal cooperation arrangements

The draft amendment extends the existing safe harbour under Section 32c GWB to vertical agreements. Until now, the right under Section 32c(4) GWB — which entitles undertakings to request a formal decision from the Bundeskartellamt confirming that there is no cause to take action – has been limited to horizontal cooperation agreements with competitors. A positive decision under Section 32c(1) GWB goes beyond informal guidance: it provides binding legal certainty and shields the parties from enforcement risk in respect of the assessed arrangement. By deleting the words "with competitors" from Section 32c(4) GWB, the draft amendment now makes this right equally available for vertical arrangements. Clients structuring vertical arrangements – including distribution models, supply chain agreements, and data-sharing arrangements with non-competing parties – can now proactively seek a binding no-action determination before implementation, rather than relying on self-assessment alone.

IV. Sector-specific and additional changes

The draft also contains a number of sector-specific and structural adjustments. Most importantly:

• The special abuse control regime for the energy sector will be extended until 31 December 2032, reflecting the continued existence of structural competition concerns in network-based markets.
• Merger control procedures will be further digitalised. From 1 January 2028, merger notifications will have to be submitted in electronic form.
• Other changes include increased fee caps, strengthened third-party rights in ministerial approval proceedings, and the removal of certain outdated provisions.

V. No substantive changes in the digital sector

Notably, the draft does not introduce any substantive changes to Section 19a GWB or measures to support the enforcement of the Digital Markets Act ("DMA"), despite corresponding announcements in the coalition agreement. Amendments to Section 19a GWB are limited to technical adjustments, including the removal of the obsolete reporting obligation (Section 19a(4) GWB‑E), an increase in the fee cap to EUR 750,000 (Section 62(2) GWB‑E), and a clarification of the publication requirement (Section 61(3) GWB‑E).

The interaction between Section 19a GWB and the DMA remains unchanged. The delineation between national abuse control and EU-level regulation of large digital platforms is therefore unaffected.

VI. Conclusion and outlook

The draft amendment aims at representing a targeted modernisation of German competition law. It is supposed to reduce the burden for businesses in merger control, introduces new enforcement tools in high-risk areas, and aims to accelerate proceedings overall. However, it remains to be seen whether these amendments will help in becoming more efficient in antitrust enforcement, in particular whether the increase in the turnover threshold will truly achieve its intended effect – cutting roughly 120 cases annually to allow a sharper focus on complex transactions.

The draft amendment is currently under inter-ministerial coordination which will be followed by stakeholder consultation and the parliamentary process. Hence, further changes are still possible. So, stay tuned.