The 12th Amendment to the Act Against Restraints of Competition (GWB) introduces several important changes for businesses, including higher thresholds for merger control, a broader transaction value threshold with a new notification procedure, and a new procurement screening mechanism designed to make it easier to detect collusive agreements in public tenders. The draft bill from the Federal Ministry for Economic Affairs and Energy (BMWE) was published on June 5, 2026. The consultation with the states and industry associations runs until June 19, 2026. The draft has not yet been finalized within the federal government and may still change as the process continues.
For legal departments, this means that anyone planning transactions, active in the public procurement market, or dealing with antitrust proceedings should familiarize themselves with the amendment now.
The draft is particularly relevant for companies involved in M&A activities, for suppliers in the public procurement market, for companies facing antitrust or fine proceedings, and for specific regulated industries such as energy, fuels, and the media. On the other hand, those who neither handle transactions nor participate in tenders will only feel the impact of many of these changes marginally.
The draft bill raises all three revenue thresholds under merger control:
Merger control should focus more on economically significant cases and relieve companies and the Federal Cartel Office of the burden of processing non-problematic notifications.
For businesses, this is good news at first glance. Those who regularly review transactions are likely to be subject to formal reporting requirements less frequently in the future.
In parallel with raising the revenue thresholds, the BMWE intends to specifically expand the transaction value threshold. In the future, the determination will no longer depend solely on whether the target company is already operating to a significant extent within Germany. It will also be sufficient if the company is expected to operate to a significant extent in Germany. At the same time, the transaction value threshold will be systematically incorporated into the general list of thresholds and placed on an equal footing with the revenue thresholds.
This can make the review more difficult, particularly in the case of digital business models, innovation-driven targets, or young companies without significant revenue in Germany. For legal departments, this means that the question of domestic relevance can no longer be answered simply by looking at the present. More often than not, a reliable forecast is needed as to whether the target company is likely to operate in German markets in the foreseeable future.
The draft aims to specifically cover scenarios that, despite their high transaction value, have not previously been subject to German merger control. This broadens the scope of the transaction value threshold. Particularly in the case of international transactions where the target has no current domestic revenue, it is likely to become more difficult to definitively rule out a notification requirement. The scope for a robust self-assessment is narrowing.
In practice, this is the central trade-off in the draft merger control regulation: on the one hand, the number of traditional notifications is decreasing. On the other hand, the review of the remaining transactions based on transaction value is becoming more demanding. Companies are therefore not generally seeing a reduction in their burden. The relief applies primarily to standard cases. In borderline cases, the workload increases.
For mergers that are subject to notification solely because they meet the transaction value threshold, a preliminary notification procedure is to be introduced. The Federal Cartel Office must indicate within two weeks whether a full notification is required. If no such indication is provided, the merger is deemed to have been approved.
In practice, it is unlikely to be quite that simple. This is because the notification itself requires a range of details, including information on the current or anticipated activities of the companies involved, as well as the strategic and economic rationale behind the merger. The draft therefore does not require a mere brief notification. Companies must also be prepared to provide a structured presentation during the notification process.
This is still relevant for deal teams. The process can save time in clear-cut cases. In cases of doubt, however, it adds an extra step that must be incorporated into the transaction timeline early on. Anyone working with a tight signing and closing schedule should take this into account.
The bill also includes a clarification regarding the prohibition on implementation that is important for transactional practice. If an approval is later overturned by a court, implementation actions taken in reliance on the approval or an exemption shall not be rendered retroactively invalid. Instead of an unbundling proceeding, a new main review proceeding would then follow. This increases legal certainty for companies that are already implementing measures while appeal proceedings are ongoing.
Merger control is also set to become more digital. In the future, notifications and complaints will only be accepted electronically. A transition period is planned for the changeover. Starting in 2028, digital submission will be the standard.
Perhaps the most significant new development for companies in the procurement market is the planned procurement screening. In the future, the Federal Cartel Office will be authorized to systematically analyze procurement data for contracts above the threshold, regardless of whether there is any suspicion of wrongdoing, to determine whether there are indications of violations of antitrust laws. This primarily concerns bid-rigging, such as price, territory, or other agreements between bidders. The Federal Ministry for Economic Affairs and Energy (BMWE) justifies this with the significant losses incurred by the public sector and the increased volume of public procurement.
For companies, this means that the risk of problematic bidding patterns being detected increases. This applies not only to obvious violations. When procurement data from multiple processes is consolidated and analyzed, patterns can be identified that would hardly be noticeable in a single process.
The screening should not be limited to successful bidders. Public contracting authorities are required to submit data on all bidders to the Public Procurement Data Service. The Federal Cartel Office may request, store, and use this data for further investigations. This will allow for a broader and more systematic comparison of bidder behavior than has been possible in the past.
Companies that regularly participate in tenders should therefore not limit themselves to reviewing the content of their bids in the narrowest sense. Documentation, communication, and internal processes related to participation in procurement procedures are just as important. For example, companies that take similar actions in multiple procedures should be able to explain why this is objectively justified.
Participating in public tenders carries a higher risk of antitrust violations coming to light. Legal departments should therefore work with sales, tender teams, and compliance to assess whether existing policies regarding interactions with competitors, market contacts, and the internal approval of bids are still adequate.
Companies with decentralized sales structures or those that regularly participate in regional or industry-specific tenders should review their operational templates.
The draft of the 12th Amendment to the Act Against Restraints of Competition (GWB) expands the scope of the antitrust authority’s advisory services. In the future, the right to a decision stating that there is no cause for action will no longer be limited to collaborations with competitors. This would also cover vertical and other non-horizontal agreements. The BMWE explicitly links this to the goal of creating greater legal certainty for business collaborations and better safeguarding innovative or novel models.
This could become relevant for companies with platform models, data-driven partnerships, procurement or sales structures, and complex supply relationships. Until now, the instrument has focused on horizontal arrangements. In the future, it could also gain significance in situations where companies are not competitors, but antitrust assessment is still difficult.
The amendment is intended to speed up antitrust administrative and fine proceedings. To this end, the draft bill provides for several clarifications and procedural simplifications. These include, among other things, issues related to participation, access to files, service of process, publication of decisions, and the digitization of communications. The aim is to reduce administrative friction and make proceedings more efficient.
This could make procedures faster, more transparent, and more formalized in certain respects.
In the future, appeals against decisions by the Higher Regional Courts will no longer require leave to appeal. The preliminary appeal against denial of leave to appeal will be eliminated.
This could be of significant importance for companies involved in antitrust litigation. Legal issues could end up before the Federal Court of Justice more quickly.
In the future, the Federal Cartel Office is to publish its decisions more frequently and in greater detail, including in full text and regardless of whether an appeal has already been filed. While confidential information is to be protected, this will nevertheless increase the likelihood that decisions will become publicly available at an early stage.
Companies facing antitrust proceedings should start considering the external impact of a decision at an earlier stage in the future. This applies to both fine proceedings and proceedings involving abuse of market power or merger control.
In the future, the antitrust authority will be able to take more direct action in court proceedings following an appeal against a fine. The need to go through the public prosecutor’s office will largely be eliminated. The new rules could streamline proceedings.
As things stand, the draft does not introduce any major changes in the area of private enforcement. Those seeking to prepare or defend against antitrust damages claims cannot expect significantly expanded access to information. From a corporate perspective, this represents continuity rather than a radical shift.
The antitrust oversight of the energy sector under Section 29 of the German Act Against Restraints of Competition (GWB) is to be extended for another five years, through the end of 2032. The Federal Ministry for Economic Affairs and Energy (BMWE) justifies this by noting that the markets in question continue to exhibit significant competitive shortcomings.
Data access is also set to be expanded for the Fuel Market Transparency Unit. First, Super Plus will be included in price reports going forward. Second, the Fuel Market Transparency Unit will be able to request data from upstream market levels, such as prices and sales volumes.
For newspaper and magazine publishers, the draft proposal removes the time limit on press cooperatives that are exempt from antitrust laws. The existing exemption is thus set to remain in place permanently. This is particularly relevant for publishing houses that wish to continue existing cooperation models or explore new ones.
The 12th Amendment to the Act Against Restraints of Competition has not yet been adopted. Nevertheless, companies should not wait for the legislative process to conclude, but should adapt their processes in a timely manner as needed. If in doubt, they should also take advantage of the ongoing consultation with industry associations to submit comments. Comments on the BMWE consultation may be submitted until June 19, 2026.
In practice, the following questions are particularly pressing:
The draft bill for the 12th Amendment to the Act Against Restraints of Competition is presented as an amendment aimed at improving efficiency and reducing regulatory burdens. In practice, that is only half the story. While the higher revenue thresholds may ease the burden on many companies, the transaction value threshold is being raised further, making it more uncertain in key cases. Furthermore, regulatory pressure is increasing, for example due to greater disclosure requirements and the new procurement screening process.
Partner
Head of Antitrust Law and Investment Control
Luise-Straus-Ernst-Straße 2
50679 Köln
Tel.: +49 221 2716891052
grixen@kpmg-law.com
KPMG Law
© 2026 KPMG Law Rechtsanwaltsgesellschaft mbH, associated with KPMG AG Wirtschaftsprüfungsgesellschaft, a public limited company under German law and a member of the global KPMG organisation of independent member firms affiliated with KPMG International Limited, a Private English Company Limited by Guarantee. All rights reserved. For more details on the structure of KPMG’s global organisation, please visit https://home.kpmg/governance.
KPMG International does not provide services to clients. No member firm is authorised to bind or contract KPMG International or any other member firm to any third party, just as KPMG International is not authorised to bind or contract any other member firm.
