Global Merger Control Filings Involving Germany And Multiple Jurisdictions

1. Introduction

Global transactions involving Germany frequently require a multi-jurisdictional merger-control strategy because the same transaction can simultaneously affect German markets, the European Union, the United States, the United Kingdom, China and other jurisdictions.

German merger control is principally governed by the Gesetz gegen Wettbewerbsbeschränkungen (GWB) and administered by the Bundeskartellamt. At EU level, transactions with an EU dimension are generally examined under the EU Merger Regulation (EUMR) by the European Commission rather than separately by the German authority.

The central difficulty in an international transaction is therefore not merely determining whether Germany requires a filing, but determining:

1. whether Germany has jurisdiction;
2. whether the European Commission has exclusive jurisdiction;
3. whether other national jurisdictions also require notification;
4. whether an EU or national referral is possible;
5. whether foreign authorities may impose different remedies;
6. how filing and closing timetables can be coordinated; and
7. whether the transaction can legally close before all required clearances have been obtained.

2. German Merger-Control Framework

A. Principal legislation

The principal German rules are contained in the GWB, particularly the provisions concerning:

• what constitutes a concentration;
• turnover thresholds;
• transaction-value thresholds;
• notification;
• substantive review;
• the prohibition on implementation before clearance; and
• remedies.

A concentration can include a merger, acquisition of control, certain minority investments and acquisitions of substantial assets. The Bundeskartellamt explains that even a minority acquisition can constitute a concentration where, for example, 25% or more of voting rights or capital is acquired, or where competitively significant influence is obtained.

3. German Domestic Turnover Thresholds

Under §35 GWB, the traditional German thresholds generally require:

• combined worldwide turnover exceeding €500 million;
• at least one undertaking exceeding €50 million German turnover; and
• another undertaking exceeding €17.5 million German turnover.

These thresholds are expressly contained in §35 GWB.

Thus, a transaction between two non-German companies can potentially require a German filing if their activities generate sufficient German turnover.

Example

Suppose:

• US Company A: €8 billion worldwide turnover;
• French Company B: €700 million worldwide turnover;
• Company A German turnover: €100 million;
• Company B German turnover: €30 million.

Even though neither company is German, the transaction may fall within German merger control because the parties satisfy the relevant German turnover conditions.

4. The €400 Million Transaction-Value Threshold

Germany is particularly significant for acquisitions of innovative businesses whose turnover is relatively small but whose economic value is substantial.

The GWB contains a transaction-value mechanism under which a transaction may fall within German merger control where:

• the parties satisfy the worldwide turnover requirement;
• the target has substantial activities in Germany;
• the target's German turnover is below the ordinary threshold; and
• the consideration exceeds €400 million.

The mechanism was designed in part to address acquisitions of innovative or rapidly growing businesses whose competitive significance may not yet be reflected in turnover.

This is especially relevant to:

• technology companies;
• biotechnology;
• AI businesses;
• digital platforms;
• semiconductor companies;
• pharmaceutical start-ups;
• data-driven businesses; and
• companies possessing strategically important intellectual property.

5. Germany Versus European Commission Jurisdiction

One of the most important principles in a multinational transaction is the distinction between German national merger control and EU merger control.

Where a transaction has an EU dimension under the EUMR, the European Commission generally becomes the principal merger-control authority rather than the Bundeskartellamt independently reviewing the same transaction under ordinary German merger-control jurisdiction. The Bundeskartellamt itself explains that transactions having a "Community dimension" are examined by the Commission.

This creates the EU one-stop-shop principle.

Practical consequence

A transaction may have:

Germany + France + Italy + Spain + Netherlands

as affected markets, but if it satisfies the EUMR jurisdictional requirements, the parties normally make one principal EU merger filing, rather than five separate EUMR-type filings in those Member States.

However, this does not mean that every country worldwide disappears from the filing analysis.

A transaction may simultaneously require:

European Commission filing + US filing + UK filing + Chinese filing + other national filings.

6. Why "Global Filing" Is Different From "German Filing"

A multinational merger should therefore be divided into three levels:

Level 1 — German jurisdiction

Ask:

• Are the GWB thresholds met?
• Is there a German nexus?
• Is the transaction-value threshold applicable?
• Is the transaction a concentration?

Level 2 — EU jurisdiction

Ask:

• Does the transaction have an EU dimension?
• Is an EUMR filing required?
• Could Article 22 referral mechanisms become relevant?
• Could a Member State request referral?

Level 3 — Non-EU jurisdictions

Separately determine:

• US Hart-Scott-Rodino requirements;
• UK merger-control jurisdiction;
• Chinese merger-control requirements;
• Japanese requirements;
• Korean requirements;
• Australian requirements;
• Canadian requirements;
• Indian requirements; and
• other jurisdictions where sufficient local nexus exists.

The important point is that German filing analysis cannot substitute for global filing analysis.

7. Multi-Jurisdictional Filing Strategy

A sophisticated transaction should normally be analysed through a jurisdictional matrix.

The transaction team must then compare:

• filing triggers;
• waiting periods;
• substantive tests;
• information requirements;
• confidentiality rules;
• remedies;
• gun-jumping rules;
• closing restrictions; and
• possible political or regulatory overlays.

8. Substantive German Merger Test

German merger control is concerned principally with whether a transaction significantly impedes effective competition, particularly through the creation or strengthening of a dominant position.

Relevant competitive theories can include:

Horizontal effects

Where competitors merge:

A + B → reduced number of competitors.

Issues include:

• market shares;
• concentration;
• unilateral effects;
• coordinated effects;
• innovation competition;
• entry barriers.

Vertical effects

For example:

German manufacturer + global distribution platform.

Potential concerns include:

• foreclosure;
• input access;
• customer foreclosure;
• discriminatory access;
• raising rivals' costs.

Conglomerate effects

A global technology company might acquire businesses in:

• cloud;
• AI;
• advertising;
• operating systems;
• payments;
• data analytics.

The concern may be whether the combined ecosystem permits leverage from one market into another.

9. Multi-Jurisdictional Substantive Divergence

An important problem is that different authorities can reach different conclusions.

For example:

• EU may identify an innovation theory;
• Germany may focus on domestic supply conditions;
• US authorities may emphasize unilateral effects;
• UK authorities may emphasize a particular national market;
• China may focus on access to domestic customers.

Consequently, a transaction can be:

cleared in one jurisdiction + cleared with remedies in another + prohibited in a third.

This creates substantial transaction uncertainty.

10. Six Important Case Laws

Case 1 — Siemens AG v European Commission / Siemens–Alstom

Siemens–Alstom merger

This is one of the most important examples of a German-linked transaction being subjected to European-level merger scrutiny.

Siemens, a major German industrial undertaking, sought to combine its rail activities with Alstom.

The European Commission prohibited the transaction in 2019.

Importance

The case demonstrates that a transaction involving major German companies does not necessarily remain a matter for the Bundeskartellamt. Where EU merger-control jurisdiction applies, the Commission can conduct the principal substantive review.

It also illustrates the importance of:

• global rail markets;
• technological competition;
• future competition;
• innovation;
• market concentration; and
• remedies.

Lesson

A German corporate headquarters does not automatically mean German national merger control is the decisive jurisdiction.

11. Case 2 — Bayer/Monsanto

Bayer AG / Monsanto

This transaction involved German pharmaceutical and agricultural giant Bayer and US-based Monsanto.

The transaction was reviewed internationally, including by the European Commission, US authorities and other competition authorities.

The European Commission approved the transaction subject to extensive commitments, including divestitures designed to address competition concerns.

Importance

Bayer/Monsanto illustrates the classic structure of a global merger-control filing programme.

The parties had to coordinate:

• EU review;
• US review;
• other national reviews;
• remedy negotiations;
• divestiture arrangements; and
• timing of regulatory approvals.

Lesson

Where competitive overlaps exist across several continents, merger remedies must often be designed to satisfy multiple regulators simultaneously.

12. Case 3 — E.ON/RWE

E.ON/RWE asset transactions

The restructuring involving German energy companies E.ON and RWE was examined under EU merger-control principles and involved substantial European energy-market considerations.

The transactions illustrate the difficulty of separating:

• corporate restructuring;
• asset transfers;
• vertical relationships;
• electricity generation;
• retail supply; and
• network-related activities.

Importance

Energy transactions are especially susceptible to multi-jurisdictional scrutiny because electricity markets can be:

• national;
• regional;
• interconnected;
• infrastructure dependent.

Lesson

A transaction can have different geographic markets for different products, making filing and substantive analysis more complicated than simply asking whether the companies operate internationally.

13. Case 4 — Facebook/WhatsApp

Facebook/WhatsApp

The Facebook/WhatsApp transaction illustrates the significance of digital markets in merger control.

The European Commission reviewed the transaction, while national competition authorities also examined issues connected with the transaction.

The Commission ultimately cleared the transaction subject to its merger-control assessment.

Importance

The case is significant because digital businesses may have:

• low or zero monetary prices;
• enormous user bases;
• substantial data assets;
• network effects;
• multi-sided markets.

Consequently, traditional turnover-based analysis may fail to capture the competitive importance of a target.

German relevance

Germany has historically been particularly important in developing theories concerning:

• data-driven market power;
• network effects;
• digital ecosystems;
• platform dependency.

Lesson

A company may be competitively important in Germany even where conventional revenue measures underestimate its importance.

14. Case 5 — Illumina/Grail

Illumina/Grail

Illumina/Grail is especially important for understanding modern European merger-control jurisdiction.

Grail had very limited or no turnover that would ordinarily have produced an EU-dimension transaction. Nevertheless, the transaction became subject to European Commission review following an Article 22 EUMR referral process.

The Court of Justice addressed the legality and limits of the Commission's approach in its 2024 Grand Chamber judgment. The original transaction was not notified under the ordinary EU thresholds and was not initially subject to national merger filings.

Importance

The case demonstrates that:

absence of traditional turnover jurisdiction does not necessarily eliminate European merger-control risk.

It is particularly important for:

• start-ups;
• biotech;
• AI;
• digital platforms;
• innovative technologies;
• nascent competitors.

Lesson for Germany

A German transaction team must therefore analyse not only:

"Do German thresholds apply?"

but also:

"Could the transaction become subject to European referral mechanisms?"

15. Case 6 — Kone/ThyssenKrupp Elevator

Kone / ThyssenKrupp Elevator

The proposed combination between Finnish Kone and German ThyssenKrupp's elevator business represented a major international industrial merger.

The transaction raised significant European competition concerns and ultimately did not proceed.

Importance

The transaction demonstrates the importance of:

• European industrial concentration;
• global manufacturing markets;
• innovation;
• procurement;
• customer choice;
• structural remedies.

It also illustrates a central practical problem:

A transaction can become commercially unattractive if the remedies required by competition authorities undermine the economic rationale of the deal.

Lesson

Merger-control analysis must begin before signing, not after regulatory problems arise.

16. Additional German-Related Example — Tönnies/Vion

The German merger-control system remains independently important for transactions that do not fall exclusively within EU jurisdiction.

In 2025, the Bundeskartellamt prohibited Tönnies' proposed acquisition of Vion's German beef-slaughtering activities following an in-depth investigation.

This illustrates that:

• German national merger control remains significant;
• domestic market concentration can be decisive;
• an international corporate structure does not eliminate German review; and
• second-phase proceedings can result in prohibition.

17. Filing Timetable

A multinational German transaction should normally be divided into:

Stage 1 — Pre-signing analysis

Identify:

• all jurisdictions;
• turnover;
• transaction value;
• affected markets;
• overlaps;
• vertical relationships;
• data assets;
• intellectual property;
• competitors;
• customers;
• suppliers.

Stage 2 — Signing

The transaction agreement should contain:

• regulatory cooperation clauses;
• filing obligations;
• long-stop date;
• efforts standard;
• remedy obligations;
• termination rights;
• reverse break fee where appropriate.

Stage 3 — Filing

Prepare parallel filing packages.

The parties should avoid inconsistent descriptions of:

• relevant markets;
• competitors;
• market shares;
• entry barriers;
• efficiencies;
• innovation.

Stage 4 — Waiting periods

The transaction cannot simply close because one jurisdiction has cleared it.

The parties must monitor every applicable:

• waiting period;
• standstill obligation;
• clearance condition;
• remedy requirement.

18. German Phase I and Phase II

The Bundeskartellamt generally has a one-month first phase after receiving a complete notification.

If further examination is necessary, a formal second-phase investigation can extend the overall review period to five months from receipt of the complete notification.

The authority can:

• request documents;
• obtain business information;
• contact customers;
• contact competitors;
• conduct market investigations;
• analyse internal documents.

A transaction can ultimately be:

1. cleared;
2. cleared subject to conditions or obligations; or
3. prohibited.

19. Gun-Jumping Risk

One of the most important risks in global merger control is gun-jumping.

Gun-jumping occurs when parties effectively implement a transaction before receiving the necessary regulatory clearance.

Examples can include:

• transferring control prematurely;
• integrating businesses;
• exchanging competitively sensitive information improperly;
• coordinating pricing;
• jointly managing customers;
• directing employees;
• implementing operational integration.

The German regime includes a prohibition on implementing a concentration before clearance where clearance is required. The Bundeskartellamt states that failure to comply can lead to significant consequences, including the possibility of subsequently unwinding the transaction.

20. Remedies in Multi-Jurisdictional Transactions

Remedies can be:

Structural

For example:

• divestiture of a business;
• sale of production facilities;
• disposal of subsidiaries;
• divestiture of intellectual property.

Behavioral

For example:

• access commitments;
• licensing;
• interoperability;
• non-discrimination;
• information barriers.

Hybrid

Combining structural divestitures with behavioural obligations.

The difficulty is that one remedy may not satisfy every authority.

For example:

EU requires Business A to be divested → US requires Business B → UK requires access commitments.

The transaction parties must therefore design a global remedy package capable of satisfying multiple regulators without destroying the commercial rationale of the transaction.

21. Germany and the EU One-Stop-Shop Principle

A common misconception is:

"If the transaction involves Germany, we must always file in Germany."

That is incorrect.

Where the transaction falls within the EUMR's EU-dimension jurisdiction, the European Commission ordinarily has competence rather than the Bundeskartellamt exercising parallel ordinary national merger control.

Conversely, where the transaction does not have EU dimension and German thresholds are met, German national merger control can become decisive.

This makes the first stage of international merger planning a jurisdictional allocation exercise.

22. Special Problem of Referral Mechanisms

Modern EU merger control increasingly requires lawyers to examine referral mechanisms rather than relying exclusively on turnover thresholds.

The Illumina/Grail litigation is particularly important because it demonstrated the practical significance of Article 22 EUMR referrals for transactions involving innovative businesses that might otherwise escape traditional turnover-based EU jurisdiction.

For a German transaction, counsel should therefore ask:

1. Does the transaction meet German thresholds?
2. Does it meet EUMR thresholds?
3. Does another Member State have jurisdiction?
4. Could an Article 22 referral occur?
5. Could another Member State object to the transaction?
6. Could the Commission ultimately become involved?

23. Digital and Technology Transactions

Global merger control involving Germany is becoming particularly complex in:

• AI;
• cloud computing;
• semiconductors;
• digital advertising;
• online marketplaces;
• social networks;
• cybersecurity;
• biotechnology;
• pharmaceuticals;
• data analytics.

Traditional turnover-based jurisdiction can be problematic because a start-up may have:

enormous technological significance + minimal current revenue.

Germany's transaction-value threshold and the broader EU referral framework are therefore especially relevant to such transactions.

24. Competition Theories in Global German Transactions

Authorities can investigate:

Horizontal unilateral effects

Will the merger eliminate an important competitor?

Coordinated effects

Will fewer competitors make coordination easier?

Vertical foreclosure

Will the merged company deny competitors access to an essential input?

Ecosystem leveraging

Can market power in one digital market be used to strengthen another?

Data-related effects

Will the merger combine datasets that competitors cannot replicate?

Innovation effects

Will an emerging competitor disappear before becoming a significant competitive force?

Conglomerate effects

Will complementary products be bundled in a manner that disadvantages rivals?

25. Practical Global Filing Checklist

Before signing a Germany-linked multinational transaction, parties should prepare:

Jurisdictional

•  German turnover analysis
•  German transaction-value analysis
•  EUMR analysis
•  Article 22 assessment
•  US HSR assessment
•  UK CMA assessment
•  China assessment
•  India CCI assessment
•  Japan assessment
•  Korea assessment
•  Australia assessment
•  Canada assessment

Competitive

•  Horizontal overlaps
•  Vertical relationships
•  Conglomerate relationships
•  Market shares
•  Competitor analysis
•  Customer analysis
•  Entry analysis
•  Innovation analysis
•  Data analysis
•  Procurement analysis

Transactional

•  Regulatory conditions precedent
•  Long-stop date
•  Cooperation obligations
•  Remedy allocation
•  Divestiture obligations
•  Reverse termination fee
•  Gun-jumping safeguards
•  Information-sharing protocols

26. Key Legal Principles Emerging From the Case Law

27. Conclusion

Global merger-control filings involving Germany and multiple jurisdictions require a coordinated jurisdictional, substantive and procedural strategy.

The central framework can be expressed as:

Transaction → German nexus → GWB thresholds → EUMR assessment → referral assessment → worldwide jurisdictional mapping → substantive overlap analysis → coordinated filings → remedy strategy → clearance → closing.

The most important lesson from Siemens/Alstom, Bayer/Monsanto, E.ON/RWE, Facebook/WhatsApp, Illumina/Grail and Kone/ThyssenKrupp is that multinational merger control is no longer simply a question of turnover and market share. It involves jurisdictional allocation, innovation, digital ecosystems, data, infrastructure, nascent competition, cross-border remedies and regulatory coordination.

For German-linked global transactions, the legal team should therefore treat Germany, the European Commission and other major jurisdictions as parts of a single integrated regulatory strategy, while still respecting the independent jurisdiction and substantive test of each authority.