12th Amendment to the German Act against Restraints of Competition: The government bill proposes the changes stated below
On 15 July 2026, the German government published a legislative bill on the 12th Amendment to the German Act against Restraints of Competition("ARC"). This government bill differs in some respects from the ministerial bill of 4 June 2026. However, the key reform proposals in the ministerial bill, particularly those relating to merger control law, remain essentially unchanged.
The government bill provides for extensive changes to German competition law. Plans for merger control law include higher turnover thresholds, an increase of the transaction value threshold, a new, optional short-form notification procedure ("Phase 0"), and enhanced legal remedies against ministerial authorisations; further plans include additional powers for the German Federal Cartel Office in public procurement procedures and increased legal certainty with regard to vertical agreements. Compared with the ministerial bill, the government bill introduces new provisions to facilitate rescue mergers in the press sector, a provision on sustainability cooperations in agriculture, and expanded opportunities for collaboration in the broadcasting sector.
The reform is equally relevant to companies, M&A teams, investors and transaction advisers. This article explains the key changes being introduced by the 12th Amendment to the ARC and their practical implications for acquisitions, mergers, public procurement and cooperations.
Higher turnover thresholds in merger control under the 12th Amendment to the ARC
In order to protect companies and the German Federal Cartel Office from excessive notifications and to reduce the administrative burden they involve, the government bill provides for a significant increase of the merger control turnover thresholds:
| Ministerial bill | Current law | |
|---|---|---|
| Worldwide turnover threshold | EUR 750 million | EUR 500 million |
| First domestic turnover threshold | EUR 75 million | EUR 50 million |
| Second domestic turnover threshold | EUR 20 million | EUR 17,5 million |
Although the German Federal Cartel Office expresses concern in its comments on the ministerial bill that the planned increase in turnover thresholds could lead to gaps in protection due to a reduction in the level of control, the economic significance of the worldwide turnover threshold, which has remained unchanged for years, is no longer comparable to 20 years ago. However, the adjustment is relatively minor and, particularly with regard to the second domestic turnover threshold, rather conservative compared with other EU jurisdictions. There is also still no dynamic adjustment mechanism.
Increased transaction value threshold: future domestic activity as a new criterion
Although the higher turnover thresholds are intended to reduce the burden on companies, the transaction value threshold is simultaneously being increased. In future, it is to apply not only where the target company already has substantial operations in Germany but also where the target is "expected to become active" in Germany to a significant extent.
Even under current law, the application of the transaction value threshold raises numerous questions in practice. The bill extends the scope of application of the transaction threshold to future domestic activity. This suggests further forecasting uncertainties: When is "expected" domestic activity sufficiently concrete? The ministerial bill had concluded the section on the transaction value threshold by stating somewhat vaguely that the German Federal Cartel Office can issue interpretative guidance on domestic effects by making appropriate statements. By contrast, the government bill is more specific: the German Federal Cartel Office will revise its guidance on the transaction value threshold by July 2027 and provide further interpretative guidance within it.
New "Phase 0": simplified short-form notification procedure for the transaction value threshold
A new, optional short-form notification procedure called "Phase 0" is to be introduced for mergers caught by the transaction value threshold: Companies may initially file short-form notifications of mergers with the German Federal Cartel Office. Less information must be provided for a short-form notification compared with a full notification. If the German Federal Cartel Office does not inform the company within two weeks that a full notification cannot be waived, there is no obligation to submit a full notification. The aim is to achieve faster and simpler clearance, reduce precautionary full notifications and ease the burden on the German Federal Cartel Office. The reduced workload for the German Federal Cartel Office involved in the short-form notification procedure compared with a full notification is also to be reflected in a lower fee; the government bill provides for a cap of EUR 2,500.
In the ministerial bill, the short-form notification procedure was still set out as a mandatory procedure. In its comments on the ministerial bill, the German Federal Cartel Office had proposed making the short-form notification procedure a voluntary one. This would allow affected companies to submit a full notification directly, without going through the short-form notification procedure, in cases where a more in-depth examination is foreseeable. The government bill has followed this proposal. The short-form notification procedure is now structured as an optional procedure; companies can decide for themselves whether to follow the short-form notification procedure or to submit a full notification straight away.
New provisions to facilitate rescue mergers in the press sector
In future, rescue mergers between two newspaper or magazine publishers are to be made easier. Up to now, rescue mergers in the press sector have only been granted clearance when a small or medium-sized press publisher has been taken over. The government bill now extends this relief to all forms of mergers between press publishers. This is intended to address the challenges facing the press landscape in the face of digital transformation.
Ministerial authorisation: enhanced legal protection for third parties
Further changes concern legal remedies against ministerial authorisations, a German law-specific merger control mechanism that allows the Federal Minister for Economic Affairs and Energy to clear a merger prohibited by the German Federal Cartel Office. At present, third parties are only permitted to challenge such ministerial authorisations if their subjective rights have been infringed. The government bill wants to remove this limitation and enhance legal protection. This could significantly prolong proceedings.
Ex-post review of mergers remains unresolved
The government bill also leaves unresolved whether a statutory limitation period should apply to the ex-post review of mergers. As a result, the uncertainty created by the ECJ's Towercast case law — which allows antitrust abuse control to be applied to mergers below the merger control thresholds — remains a factor creating uncertainty for transaction practice.
New public procurement screening and additional powers for the German Federal Cartel Office
In future, the German Federal Cartel Office is to be authorised to screen bids in public procurement procedures even where there is no initial suspicion of wrongdoing and to use the information obtained in further investigations.
Right to request a decision by the German Federal Cartel Office for vertical agreements
The right of companies to request a decision from the German Federal Cartel Office confirming that there are no grounds for action is to be extended to vertical agreements. Such a request is to require a substantial legal and economic interest in obtaining such a decision. To date, this right has applied only to horizontal cooperations. The extension to vertical agreements is intended to provide companies with increased legal certainty, particularly in relation to innovative and novel forms of cooperation.
Sustainability cooperations in agriculture
Compared with the ministerial bill, the government bill now includes a provision on certain sustainability cooperations between producers of agricultural products. Up to now, under EU competition law, such cooperations could be exempted from the ban on cartels if they were linked to the single market; this option did not apply to purely national cooperations. The government bill now provides that the rules of EU competition law may be applied by analogy to purely national sustainability cooperations in the agricultural sector. The aim is to ensure that purely national cases and those linked to the single market are treated equally in future.
New provisions to facilitate cooperation in the broadcasting sector
The government bill extends exemptions from the ban on cartels – which have up to now been limited to newspaper and magazine publishers – to the broadcasting sector:
- Agreements between private broadcasters on economic cooperation in the broadcasting sector are to be exempted from the ban on cartels in future, provided that such agreements enable broadcasters to strengthen their economic base in the face of cross-media competition. The aim is to enable private broadcasters to respond more effectively to competition from major online platforms in future.
- Agreements between public service broadcasters are to be exempted from the ban on cartels in future, provided that the public service broadcasters are entrusted with the provision of services in the general economic interest and the application of the ban on cartels would hinder the fulfilment of the tasks assigned to them.
- Although the ban on cartels applies to agreements between public service broadcasters and private broadcasters relating to cooperation in non-editorial areas, particular account must be taken when applying it of the objective of strengthening the economic base of broadcasters in cross-media competition.
These exemptions were not yet included in the ministerial bill.
Next steps in the legislative process
Once it has been introduced into the legislative process, the government bill can be debated in the German Federal Parliament (Bundestag) and in the German Federal Council (Bundesrat).
Conclusion: practical implications of the government bill for the 12th Amendment to the ARC
If adopted in its current form, the 12th Amendment to the ARC would reform key areas of German competition law and, in particular, German merger control law. However, further changes may still be made during the ongoing legislative process. The main implications for practice are as follows:
- Higher turnover thresholds are likely to reduce the number of merger control notifications.
- The increase in the transaction value threshold may create new uncertainty for transaction planning.
- A new, optional "Phase 0" short-form notification procedure for certain mergers is intended to reduce the burden on companies and the German Federal Cartel Office and to accelerate proceedings.
- Rescue mergers in the press sector are being made easier.
- The extension of legal remedies against ministerial authorisations may result in more lengthy proceedings.
- The absence of a statutory limitation period for ex-post-merger reviews remains a significant source of uncertainty.
- The new procurement screening powers will strengthen the role of the German Federal Cartel Office.
- The right to request a decision from the German Federal Cartel Office will increase legal certainty for companies in the case of vertical agreements.
- In future, purely national sustainability cooperations in the agricultural sector may also be facilitated.
- New exemptions from the ban on cartels allow for greater collaboration in the broadcasting sector.
- Companies, investors, M&A teams and transaction advisers should continue to closely monitor further developments in the legislative process for the 12th Amendment to the ARC.
This article is an updated version of the Legal Update published on 25 June 2026 on the ministerial bill "12th Amendment to the German Act against Restraints of Competition: new rules especially for merger control".
