Overview of the Draft Bill for the 12th GWB Amendment and the Federal Cartel Office’s Statement – What Companies Need to Know Now

The Federal Ministry for Economic Affairs and Energy (“BMWE”) published the draft bill for the 12th amendment of the Act against Restraints of Competition (“GWB”) on 4 June 2026 (available here: Draft of a 12th Act Amending the Act against Restraints of Competition (12th GWB Amendment) | BMWE) (“GWB Draft”). The aim of the draft is a faster, leaner, and more effective competition law that strengthens Germany as a business location while protecting competition. Key proposed changes concern higher turnover thresholds in merger control, an expansion of notification obligations under the so-called transaction value threshold including a new notice procedure, a new instrument for the Federal Cartel Office to screen bidder data in public procurement procedures, and various procedural simplifications.

The Federal Cartel Office critically commented on the key changes to the currently applicable version of the GWB in its statement of 19 June 2026 (available here: Federal Cartel Office – Homepage – Statement on the Draft Bill for the 12th GWB Amendment).

The GWB Draft has not yet been adopted as a draft bill. Changes during the further legislative process remain possible. In particular, it is possible that the legislator will (partially) adopt the Federal Cartel Office’s proposals.

Below we present the most practically relevant proposed changes of the GWB Draft:

I. Fewer Notification Obligations Due to Massively Increased Thresholds, but…

What is new?

The most significant change in practice concerns the merger control requirements. A prerequisite for notifying a concentration to the Federal Cartel Office is that the parties to the concentration exceed certain turnover thresholds in the last business year before the concentration. Under the proposal in Section 35(1) of the GWB Draft, these thresholds are now to be raised significantly. The increase in thresholds is intended to result in significantly fewer concentrations having to be notified (according to BMWE estimates, by approximately 13–14 %). This is primarily intended to relieve the Federal Cartel Office by ensuring that only concentrations of particular overall economic significance are reviewed:

• Worldwide Turnover Threshold (combined aggregate worldwide turnover of all the undertakings concerned): Raise from EUR 500 million to EUR 750 million (+ 50 %)
• 1st Domestic Turnover Threshold (domestic turnover of one undertaking concerned): Raise from EUR 50 million to EUR 75 million (+ 50 %)
• 2nd Domestic Turnover Threshold (domestic turnover of another undertaking concerned): Raise from EUR 17.5 million to EUR 20 million (+ 14 %)

Comment of the Federal Cartel Office

The Federal Cartel Office – surprisingly – disapproves these proposals. It warns that the renewed increase of the thresholds could cause protection gaps, particularly in smaller and regional markets. In light of the changes made to 1st domestic turnover threshold (doubling of the threshold) and the 2nd domestic turnover threshold (more than tripling of the threshold) that were introduced in 2021, the Federal Cartel Office sees no need for a further adjustment.

The BMWE itself acknowledges that the threshold increase is likely to enable one anti-competitive merger per year. Against this backdrop, the Federal Cartel Office notes that even a single concentration that can no longer be reviewed could lead to price increases in the markets that significantly exceed the savings calculated by the BMWE.

Practical Significance

Companies that are planning concentrations currently subject to notification should examine whether their project would still be captured by merger control under the GWB Draft – particularly if their turnover only marginally exceeds the current thresholds. In non-urgent cases where a complex German merger control procedure is expected, it may be worthwhile to wait for the adoption of the new rules.

For competitors, suppliers, and customers, the higher thresholds simultaneously mean a potentially reduced level of protection, particularly in regional markets. Given the Federal Cartel Office’s statement – which obviously sees itself able to manage the current workload in merger control proceedings – the proposed thresholds are likely to be discussed more closely during the further legislative process.

II. … In Return, Expansion of the Scope of the Transaction Value Threshold

What is new?

The transaction value threshold introduced in 2017 in Section 35(1a) GWB is now being integrated into the system of “normal” turnover thresholds (Section 35(1) No. 2 lit. b) GWB Draft), clarifying that both thresholds are of equal rank. The worldwide turnover threshold and the 1st domestic turnover threshold also apply to transaction value threshold cases. A notification obligation exists instead of exceeding the 2nd domestic turnover threshold also when a transaction value – simply put: a purchase price – of more than EUR 400 million is given.

In the future, cases shall also be captured where the target company is not yet active in Germany but is expected to become active in Germany. The legislature thus reacts to the issue of so-called “killer acquisitions,” i. e., strategic acquisitions of innovative start-ups by market-dominant companies. The BMWE cites, for example, the past mergers Microsoft/OpenAI and Microsoft/Inflection, which were not subject to German merger control due to the lack of domestic activity of the target companies.

Also new is a preliminary notice procedure (the so-called “Phase 0”): Concentrations that are notifiable solely due to the transaction value threshold must initially only be “briefly” noticed to the Federal Cartel Office. The Federal Cartel Office then decides within two weeks whether a full notification is required. Otherwise, the concentration is deemed cleared.

Comment of the Federal Cartel Office

The Federal Cartel Office fundamentally welcomes this approach but considers the regulation not far-reaching enough and suggests abandoning the concept of “significant domestic activity” in favor of the established criterion of domestic effects. It also proposes making the new notice procedure voluntary, so that the parties to the concentration do not have to take the “detour” via the notice procedure in obviously notifiable cases.

Practical Significance

Under the new version, a notification obligation must be particularly critically examined for all concentrations with a purchase price of more than EUR 400 million and exceeding the worldwide and 1st domestic turnover thresholds. This now applies regardless of whether the target company has so far generated even minimal revenue in Germany or was represented on the German market in any form.

The newly adopted criterion of “expected activity in Germany” is also completely undefined. If future activity in Germany appears even remotely possible, it should already be assumed as a precautionary measure that this requirement is met.

Should the regulation be implemented, it remains to be hoped that the Federal Cartel Office will revise its guidelines on the transaction value threshold (current version available here: Federal Cartel Office – Homepage – Guidelines on Transaction Value Thresholds) and include concretizing examples.

However, the new notice procedure is welcome, as it formalizes the previously practiced informal preliminary coordination with the Federal Cartel Office in doubtful cases and thus ensures legal certainty regarding a non-required notification. The only question is how “brief” the notification can actually be if they undertakings also need to include a presentation of the strategic and economic reasons for the concentration (which has not been required so far in merger control proceedings before the Federal Cartel Office).

III. More Legal Certainty for Vertical Agreements

What is new?

The right of companies to a formal decision by the Federal Cartel Office that there are no grounds for action (Section 32c GWB) is extended to vertical agreements by deleting the words “between competitors.” In the future, manufacturer-dealer relationships or other vertical agreements, such as selective distribution systems or data pools, may also be submitted to the Federal Cartel Office for assessment when there is significant legal and economic interest.

Comment of the Federal Cartel Office

The Federal Cartel Office fears significant resource burdens due to the expansion, as particularly large brand manufacturers are likely to submit their distribution models to the authority. It argues there is no need given the exemption possibilities under the Vertical Block Exemption Regulation (EU Regulation 2022/720) and the detailed guidelines of the European Commission.

Practical Significance

Companies with complex or innovative distribution structures should nonetheless gain a valuable opportunity to obtain regulatory certainty through the revised regulation.

IV. Procurement Screening: New Weapon Against Bid-Rigging

What is new?

The new regulation enables the Federal Cartel Office for the first time to conduct suspicion-independent, systematic analysis of bidder data from public procurement procedures (Sections 32h, 114(4) and (5) GWB Draft). For this purpose, public contracting authorities will in the future be required to transmit the data of all bidders involved in the procedure – including of unsuccessful companies – to the Public Procurement Data Service. The Federal Cartel Office also has access to this data.

Comment of the Federal Cartel Office

The Federal Cartel Office expressly welcomes this new measure – already established in other member states – and points to the enormous damage caused by bid-rigging. Particularly in light of the special fund of over 500 billion euros for infrastructure and climate neutrality, this instrument takes on particular significance. The new regulation also has a deterrent effect.

Practical Significance

The expanded analytical capacities of the Federal Cartel Office increase transparency in procurement and the prevention of bid-rigging cartels. A robust compliance organization helps to identify and avoid potential risks early on.

V. Energy Sector Abuse Supervision Extended

What is new?

The special abuse supervision under Section 29 GWB (a special provision for energy markets), which enables the Federal Cartel Office to take numerous incisive measures against dominant energy suppliers, is being extended by five years until the end of 2032 (Section 187(1) GWB Draft).

Comment of the Federal Cartel Office

The Federal Cartel Office welcomes the extension but would have preferred a permanent removal of the time limit, as no improvement in market structure is expected in the foreseeable future in areas such as district heating supply or electricity generation.

Practical Significance

Energy suppliers and municipal utilities should note that the stricter price control continues and the political discussion about further tightening – particularly regarding district heating – is likely to intensify.

VI. Procedural Simplifications and Miscellaneous

The GWB Draft contains a comprehensive bundle of procedural simplifications: From 2028, merger control notifications must be submitted exclusively digitally (Section 39(1) sentence 3 GWB Draft). Appeals on points of law against decisions of the Higher Regional Courts will no longer require leave, making lengthy non-admission appeal proceedings before the Federal Court of Justice unnecessary (Section 77 GWB Draft). Additionally, service procedures are being simplified and the Federal Cartel Office’s publication obligations are being expanded (Sections 43(4), 61(3) GWB Draft).

For the first time, the term of office of the President of the Federal Cartel Office is being limited to eight years, without the possibility of reappointment (Section 51a GWB Draft) (for context: the current President of the Federal Cartel Office, Andreas Mundt, has already been in office for more than 17 years). Germany thus follows the European standard, as it was previously the only EU country without such a time limit.

The previously until end of 2027 time-limited regulation in Section 30(2b) GWB, which exempted certain agreements of newspaper and magazine publishers from the cartel prohibition, has now been made permanent (Section 187(6) GWB Draft).

The fees for conducting administrative and merger control proceedings are being significantly increased (Section 62(2) GWB Draft). The average fees for Phase I merger control proceedings are expected to rise from EUR 7,500 to EUR 10,000.

In the event of a successful appeal by an intervening party against a merger control clearance, divestiture is no longer envisaged; instead, a new main investigation procedure will be conducted (Sections 40(6), 41(1) GWB Draft).

In the area of petrol station prices, petrol station operators are now required, in addition to the previously required transmission of prices for diesel, Super E5, and Super E10, to also transmit prices for Super Plus to the Market Transparency Unit for Fuels (which in turn are forwarded to fuel price apps) (Section 47k GWB Draft).

VII. Conclusion

The presented GWB Draft brings a breath of fresh air to German competition law: Fewer notification obligations through higher turnover thresholds, but more “bite” when it comes to bid-rigging and “killer acquisitions.” The Federal Cartel Office has taken a differentiated position in its statement; in particular, it views the renewed threshold increase critically.

For companies, this means: Compliance structures and M&A strategies should already be put to the test now. The draft is currently undergoing the legislative process; changes remain possible. We will continue to monitor further developments and keep you informed.