Merger control

Back to Antitrust, Competition & Trade

We assist our clients with all merger control issues. To do this, we draw on the many years of experience gained from the impressive deal flow handled by the CMS M&A practice at both German and international level. 

Our merger control experts advise on identifying notification obligations around the world, coordinate notifications worldwide and represent our clients in merger control proceedings before the German Federal Cartel Office and the European Commission. 

Our work also includes advice on transaction-related aspects of the prohibition of agreements that restrict competition and the merger control gun-jumping prohibition, and the resulting transaction-related pitfalls, such as correct structuring of due diligence, ensuring a competition-compliant flow of information through clean teams, and addressing competition law issues relating to individual elements of the transaction documents.

Another focus of our work is advising on joint ventures and on the associated merger control and competition law requirements.
 

Project management in merger control

Merger control proceedings typically require considerable organisational effort, often involving a large number of departments and people and high volumes of information and correspondence. 

To ensure efficient handling, our team deploys innovative solutions and approaches for conceptual planning, project organisation and coordination of complex (international) merger control proceedings. 

Merger control proceedings – international and interdisciplinary 

Our practice is tightly integrated into CMS’s other fields of advice. We work closely with our highly regarded M&A practice, which has long held a leading position in the M&A league tables. 

Our comprehensive expertise in foreign trade law enables us to provide integrated advice on merger and foreign investment control. 

In multinational cases, we offer advice from a single source via our locations in Europe, Asia, Africa and South America. We can also draw on an extensive network of longstanding contacts in all other key countries worldwide (e.g. via the World Law Group), giving us a unique set of capabilities. 

Merger Control Guide
The Merger Control Guide 2020 briefly outlines information on two of the...

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19/07/2024
The European Commission approves restructuring State aid of €1.3 billion...
In October 2020, the European Commission approved a recapitalisation measure of approximately €833 million, notified by Sweden and Denmark, in favour of SAS. This measure was adopted under the State...
02/07/2024
The General Court of the EU annuls the Commission decision on restructuring...
On 8 May 2024, the General Court of the EU annulled the Commission decision of 26 July 2021 approving restructuring aid to German airline Condor following an annulment action lodged by Ryanair. The Commission...
01/07/2024
CMS advises Krone Group on investment in Schwarzmüller Group
The Krone Group has announced that it has taken a stake in the Schwarzmüller Group and is entering into an industrial partnership in the European commercial vehicle industry. It was advised in this context by an international team from commercial law firm CMS.
19/06/2024
CMS advises Haufe Group on sale of Haufe-Lexware Real Estate to SaaS provider...
Berlin, 20.06.2024 – Haufe Group SE, a leading B2B provider of integrated business and workplace solutions, has entered into an agreement to sell all the shares in Haufe-Lexware Real Estate AG to Aareon, a market leader in SaaS solutions for the property industry. The aim of the acquisition is to transfer Haufe-Lexware Real Estate AG’s existing ERP software solutions for the property and housing sector to the Aareon Group’s product portfolio. Completion of the deal is expected at the end of June 2024.A CMS team headed by partners Jesko Nobiling and Dr Jörg Zätzsch advised Haufe Group on all legal and tax aspects of the transaction. Haufe Group regularly relies on advice from teams headed by the two CMS partners. Recent examples include the sale of its Umantis talent management business to Swiss software company Abacus Research AG and the sale of tax return start-up Steuerbot GmbH to Taxfix SE. CMS Germany Dr Jörg Zätzsch, Lead Partner, Corporate/M&A Jesko Nobiling, Lead Partner, Tax Dr Karsten Heider, Partner Dr Friedrich von Spee, Counsel Dr Kevin Schmidt, Senior As­so­ci­ate Madeline Göbel, Senior Associate Dr Maximilian Koch, Senior Associate Dr Sven Möller, Associate Nadine Fröhlich, Project Manager, all Corporate/M&A Mariya Ivanova, Senior As­so­ci­ate Al­ex­an­der Selentin, Associate, both Tax Dr Alexandra Otto, Partner Patricia Jares, Principal Counsel, both Labor, Employment & Pensions Dr Ole Jani, Partner Dr Huy Do Chi, Counsel, both IP Dr Rolf Hempel, Partner Martin Cholewa, Counsel, both Antitrust, Competition & Trade Prof. Malte Grützmacher, Partner Julia Bald, Associate, both TMC Dr Mirko Zorn, Principal Counsel, Real Estate & Public Birgit Wagner, Smart OperationsPress Con­tact presse@cms-hs. com
19/06/2024
Successful approval by the German Federal Cartel Office: CMS advises savings...
Stuttgart, 19.06.2024 – The Sparkasse Münsterland Ost and Sparkasse Beckum-Wadersloh savings banks are set to merge with effect from 1 August 2024. The merger will create a single joint Sparkasse savings bank serving the city of Münster and the adjacent Warendorf district. This addition of around EUR 14 billion to its balance sheet will make Sparkasse Münsterland Ost one of the 20 largest of the around 350 Sparkasse savings banks in Germany. Merging the two savings banks is aimed at pooling their strengths and better meeting the needs of customers, the supervisory authorities and local government owners in a constantly changing financial environment. The link-up has already been approved by the relevant department of the North Rhine-West­phali­an Ministry of Finance, and merger control approval has been granted by the Federal Cartel Office (BKartA).A CMS team headed by lead partner Dr Harald Kahlenberg advised Sparkasse Münsterland Ost and Sparkasse Beckum-Wadersloh on all merger control aspects of the merger and on obtaining approval from the Federal Cartel Office. Dr Harald Kahlenberg and his team have been advising on savings bank mergers for many years. A number of specific questions arise from a merger control perspective, particularly in relation to the “regional principle”, which restricts the operations of savings banks to a specific area. Consolidation among savings banks has been ongoing for some years now and is likely to accelerate against a backdrop of digital transformation pressures and a significant skills shortage. Further mergers among savings banks are therefore to be expected. CMS Germany Dr Harald Kahlenberg, Lead Partner Dr Anne Gabius, Senior As­so­ci­ate An­gelika Wieczorkowski, Senior Associate, all Antitrust, Competition & TradePress Con­tact presse@cms-hs. com
14/06/2024
CMS advises a consortium of Swiss Life and Vesper on the acquisition of...
Duesseldorf – An international and mul­tidiscip­lin­ary CMS team has advised a consortium of Swiss Life Asset Managers, on behalf of their infrastructure funds, and Vesper Next Generation Infrastructure Fund I SCSp on the acquisition of all shares in RAD-x SAS, a leading Pan-European diagnostic imaging platform, from private equity investor Gilde Healthcare. RAD-x is one of the leading diagnostic imaging providers in Germany and Switzerland. Through its continued focus on technology and innovation, RAD-x remains at the forefront of diagnostic imaging as it provides high quality and reliable diagnostic services to its patients. Established in 2011, the Swiss Life Asset Managers Infrastructure Equity platform manages over EUR 10bn in Assets under Management for its clients and partners, and includes 75 infrastructure investments across the energy, communications, transportation, regulated utilities, social infrastructure and renewable energy sectors. Vesper Infrastructure Partners’ Next Generation Infrastructure Fund I is a closed-end alternative investment fund based in Luxembourg managed by Sanne LIS, which pursues infrastructure investment opportunities, including healthy living solutions. CMS Germany Dr Sebastian Becker, Partner Ole Gunnar Weyand, Senior Associate Nina Becker, As­so­ci­ate Car­oline Rolf, Associate Greta Ludewig, Associate, all Private Equity/M&A Dr Martin Friedberg, Partner Dr Hendrik Arendt, Senior Associate, both Tax Dr Angela Emmert, Partner Lennard Lürwer, Counsel Daniel Hennig, Counsel Dr Mario Brungs, Counsel Dr Yannick Schmitter, Associate, all Employment Law Dr Andreas Hofelich, Partner, Pensions Dr André Frischemeier, Partner Thomas Schaak, Senior Associate Dr Dirk Schmidbauer, Associate, all Finance Kai Neuhaus, Partner Dr Björn Herbers, Partner Moritz Pottek, Counsel David Rappenglück, Associate, all Antitrust and Foreign Investment Control Dr Roland Wiring, Partner Philippe Heinzke, Partner Dr Siham Hidar, Senior As­so­ci­ate Se­basti­an Vautz, Senior Associate Noah Rodenkirchen, Associate, all IP Maike Füchtmann, Senior Associate, Real Estate & Public CMS UK Narinder Jugpal, Partner Ben Mc­Par­land Jen­nifer Ross, all Private Equity/M&A Patrick Donegan, Partner Andreas Göller, both Finance CMS France Thomas Hains, Part­ner Anne-Flore Millet Louise Paysant CMS Switzerland Stephan Werlen, Part­ner Ferdin­and BlezingerPress Con­tact presse@cms-hs. com
12/06/2024
Joint venture to strengthen engagement in Ukraine: CMS advises GOLDBECK...
Berlin – GOLDBECK SOLAR Investment and the European Bank for Reconstruction and Development (EBRD) have signed an agreement to establish the joint venture company GOLDBECK SOLAR Investment Ukraine on the sidelines of the Ukraine Recovery Conference. Completion of the transaction is subject to the usual regulatory approvals. The aim of the joint venture is to develop, finance, build and operate solar energy projects in Ukraine, thereby supporting Ukraine's energy independence and resilience. GOLDBECK SOLAR Investment Ukraine plans to realize up to 500 MWp of solar projects in the next three to five years. Construction of the first solar park is set to begin in autumn 2024. GOLDBECK SOLAR wants to set an example with the joint venture. The company sees great potential in Ukraine and is confident that it will not only make a sustainable contribution to the country's energy supply, but also encourage other companies to follow this path. GOLDBECK SOLAR and the EBRD have already worked together on previous debt financing transactions in Poland and Kazakhstan. An international CMS team headed by lead partner Dr Igor Stenzel provided comprehensive legal advice to GOLDBECK SOLAR Investment during the negotiation of the agreements to establish the joint venture. GOLDBECK SOLAR Investment GmbH, based in Hirschberg an der Bergstraße in Baden-Wuerttem­berg, is part of the GOLDBECK SOLAR Group, a leading global provider of EPC and O&M services. Founded in 2018, the company specializes in project development, acquisition and sales, structuring, financing and asset management from the owner's perspective. It is currently active in twelve countries and has a project development portfolio of over four GWp and a project portfolio of completed assets of over 440 MWp. CMS Germany Dr Igor Stenzel, Lead Part­ner Al­ex­an­der Gaul, Associate Dr Hanna Heimrath, Research Associate, all Corporate/M&A Dr Jens Moraht, Partner, Banking, Finance & Insurance Dr Rolf Hempel, Partner Elisa Götz, Associate, both Antitrust, Competition & Trade Dr Martin Friedberg, Partner, Tax law CMS Ukraine Vitaliy Radchenko, Partner, Energy Olga Belyakova, Partner Mykola Heletiy, Senior Associate, both Com­pet­i­tion Mari­ana Saienko, Senior Associate, Corporate/M&APress Con­tact presse@cms-hs. com  
10/06/2024
CMS advises Metzler Pension Management GmbH on acquisition of Nürnberger...
Frankfurt am Main – Metzler Pension Management GmbH has acquired all the shares in Nürnberger Pensionsfonds AG from Nürnberger Lebens­ver­sicher­ung AG. The transaction is subject to the usual regulatory conditions, including completion of the holder control procedure by the German Federal Financial Supervisory Authority (BaFin). Nürnberger Pensionsfonds AG’s portfolio management, which has to date been conducted within the group, will be outsourced to an external portfolio manager once the transaction has completed.A CMS team headed by partner Dr Hendrik Hirsch advised Metzler Pension Management GmbH, which is part of Metzler Bank, on all legal aspects of the transaction. Metzler Bank is a longstanding CMS client and relies on the team’s expertise on a regular basis. Metzler Pension Management GmbH offers a wide range of services and financing vehicles for occupational pension schemes, with a focus on capital market-based solutions for structuring pension as­sets.NÜRN­BER­GER Pensionsfonds AG (NPF) covers one of the five implementation methods for occupational retirement provision in Germany. NPF’s products provide employers with various options for removing pension obligations from the balance sheet. Assets under NPF management amounted to around EUR 290 million as at the end of 2023. The portfolio comprises more than 700 companies with some 3,600 individual pension accounts. CMS Germany Dr Hendrik Hirsch, Lead Partner Dr Maximilian Stark, Senior Associate Dr Petra Schaffner, Partner, all Corporate/M&A Dr Andreas Hofelich, Partner Dr Mario Brungs, Counsel, both Labor, Employment & Pensions Dr Winfried Schnepp, Partner Dr Thomas Maur, Partner Dr Eva Margareta Wolff, Principal Counsel  Dr Aline Icha-Spratte, Coun­sel Kath­ar­ina Kipar, Senior Associate, all Insurance Dr Annett Kenk, Principal Coun­sel  Stef­fen Preis, Senior Associate, both Tax Theresa Lenger, Senior Associate, TMC Stefan Lehr, Partner Kirsten Baubkus-Gérard, Senior Associate, both Antitrust, Competition & TradePress Con­tact presse@cms-hs. com
28/05/2024
Strategic restructuring: CMS advises Hydro Systems shareholder on merger...
Stuttgart – Hydro Systems KG, based in Biberach (Baden-Württem­berg), and Rhinestahl, which is headquartered in Cincinnati, USA, have merged to become R-H Aviation. The two aviation suppliers are aiming to boost their market position, achieve continued growth and create a new global industry champion for ground support equipment (GSE) and tooling. They are also seeking to play a greater role in speeding up decarbonisation. In addition, the merger marks the completion of a succession arrangement for Hydro Systems KG. R-H Aviation’s headquarters is located in Cincinnati, but Hydro Systems will remain in Biberach and the location will be further strengthened. Other details of the transaction were not disclosed. An international CMS team headed by lead partners Dr Maximilian Grub and Dr Kai Wallisch advised the shareholder of Hydro Systems on all legal aspects of the merger. A particular focus was on structuring the transaction from a corporate and tax law viewpoint, the merger control and foreign trade approval procedures, and on financing issues. Hydro Systems has around 650 employees. For some 60 years, it has been developing and producing innovative solutions for the assembly, maintenance and repair of civil and military aircraft. In addition to its main site in Biberach, the company has locations in Germany, China, the UK, France, Singapore, the US and the United Arab Emirates. Hydro’s business areas include GSE, tooling (with a focus on Airbus and Rolls-Royce) and worldwide service. CMS Germany Dr Maximilian Grub, Lead Partner Dr Kai Wallisch, Partner, Lead Partner Dr Christian Zielonka, Principal Counsel Birgit Schlemmer, Senior As­so­ci­ate Mil­itsa Decheva Petrova, Senior Associate Yella Schick, As­so­ci­ate Kath­rin Dengel, Associate, all Corporate/M&A Dr Christian Friedrich Haellmigk, Partner Kai Neuhaus, Partner David Rappenglück, Associate Malena Hansen, Senior Associate, all Antitrust, Competition & Trade Dr Martin Mohr, Partner Dr Olaf Thießen, Principal Counsel Lukas Braun, Senior Associate Tobias Wacker, Associate, all Tax Dr Volker Zerr, Partner Michelle Schickinger, Senior Associate Maike Füchtmann, Senior Associate, all Real Estate & Public Dr Marc Seibold, Partner Carl Werner, Principal Counsel Dr Andreas Grunert, Principal Counsel Julian Lacher, Senior Associate Carla Kaeber, Associate, all Banking, Finance & Insurance CMS Shanghai Michael Munzinger, Counsel Ran Li, Associate Locke Lord, Houston, Texas Edward A. Razim III, Partner Jaremy Chilton, Tax PartnerPress Con­tact presse@cms-hs. com
24/05/2024
CMS advises Dutch investor Stibbe Participaties on the sale of Heinkel...
Frankfurt/Main – The Alsatian family-owned group, De Dietrich Process Systems, acquires the Heinkel Group. Seller is the Dutch investor Stibbe Participaties. The Heinkel Group, with its recognized brands HEINKEL, COMBER, BOLZ-SUMMIX and JONGIA, is an international premium provider of solid-liquid separation solutions and drying and mixing systems, mainly for the pharmaceutical, chemical and food industries. Stibbe Participaties acquired the companies in 2005 after a turbulent time caused by a sharp downturn in the pharmaceutical industry and has developed Heinkel Group through add-on acquisitions to an international player in its sector. The combination of solid German management and hands-on support from Stibbe Participaties led to a revival of Heinkel – resulting in a strong market position and a stable recurring income from after sales and service. With the strategic merger of Heinkel Group and De Dietrich, De Dietrich enriches and broadens its portfolio and becomes a global leader in the fields of solid-liquid separation and the drying of active ingredients. An international CMS team headed by lead partner Dr Hendrik Hirsch advised Stibbe Participaties on all legal aspects of the transaction, including legal advice in more than seven jurisdictions (including Germany, the USA, Italy, the Netherlands, China, Singapore and India), legal support on the auction process and negotiation of contractual terms for the best possible integration of the Heinkel Group into the group of the successful bidder as the new owner as well as on tax and IP topics. Stibbe Participaties, based in Laren, Netherlands, is a family-held investor pursuing a buy-and-build strategy. The firm focuses on midsize industrial manufacturing companies with an experienced management and a position in a niche market with potential for market leadership. CMS Germany Dr Hendrik Hirsch, Lead Partner Maxine Notstain, Senior Associate, Co-Lead Markus Herz, Partner Dr Till Alexander von Poser, Associate, all Corporate/M&A Dr Hendrik Arendt, Senior Associate Dr Martin Friedberg, Partner, both Tax Dr Thomas Hirse, Part­ner Se­basti­an Vautz, Senior Associate Lisa Dietrich, Associate, all IP Till Komma, Counsel Lena Schauer, Associate, both Banking, Finance & Insurance Moritz Pottek, Counsel, Antitrust, Competition & Trade Tina Karakurt, Counsel Dr Franz Maurer, Counsel, both Real Estate & Public Dorothée Janzen, Partner, Com­mer­cial Birgit Wagner, Legal Manager, Smart Operations SMOP CMS Netherlands Pieter van Duijven­voorde Car­ola Bruijn Pieter de Kanter CMS Italy Daniela Murer Alessandra Cuni Sara TammarazioPress Con­tact presse@cms-hs. com
06/05/2024
Obligation to include a "No Russia clause" in supply agreements
For some export transactions, re-exportation to Russia must be contractually prohibited. Model clauses present conflicts with German law on general terms and con­di­tions.Com­pan­ies must keep abreast of...
22/04/2024
CMS advises Vattenfall on sale of 49% of shares in offshore wind farm projects...
Hamburg – Vattenfall has sold 49% of its shares in the Nordlicht 1 and Nordlicht 2 wind farm projects to BASF. The wind farm zone consists of two separate sites and is located in the German section of the North Sea, around 85 kilometres north of the island of Borkum. The two sites, Nordlicht 1 and Nordlicht 2, have planned capacities of approximately 980 MW and 630 MW, respectively. Full commissioning is scheduled for 2028, when a total of around six terawatt hours (TWh) of electricity is expected to be generated per year, enough to power 1.6 million German households. This makes the Nordlicht wind project the biggest offshore wind farm project that Vattenfall has realised to date. Construction is expected to start in 2026, subject to the final investment decision. Vattenfall is acting as developer and builder of both Nordlicht sites.A CMS team headed by partners Dr Holger Kraft and Dr Jacob Siebert advised Vattenfall on all legal aspects of the transaction. Vattenfall and BASF signed a Memorandum of Understanding with regard to the joint project in December of last year, when the CMS team likewise advised Vattenfall. CMS Germany Dr Holger Kraft, Lead Partner Dr Jacob Siebert, Lead Part­ner Dorothée Janzen, Partner, Com­mer­cial Mat­thi­as Sethmann, Principal Counsel Dr Christoph Löffler, Counsel Dr Stefan Kühl, Senior Associate Dr Christian Seeburger, Associate, all Corporate/M&A Dr Niklas Ganssauge, Partner Mathias Cordero, Senior Associate, both Real Estate & Public Christoff Soltau, Partner Dr Denis Schlimpert, Counsel Dr Robert Bodewig, Senior Associate, all Antitrust, Competition & Trade Dr Kerstin Block, Partner, Banking & Finance Prof. Malte Grützmacher, Partner, TMC Dr Nikolas Gregor, Partner, Intellectual Prop­erty Se­basti­an Belz, Counsel Katja Meisel, Senior Associate Knut Göring-Tisch, Associate, all Public Dr Arne Burmester, Principal Counsel  Birgit Wagner, Legal Manager Shae Lynn Washington, Legal Co­ordin­at­or  Sarah Przybylski, Senior Legal Specialist Edris Trabzadah, Senior Legal Specialist Jule Marie Holz, Legal Specialist, all Smart OperationsPress Con­tact presse@cms-hs. com