12th Amendment to the German Act Against Restraints of Competition: What’s Changing for Transactions, Public Procurement, and Certain Industries

The planned 12th amendment to the German Act Against Restraints of Competition (GWB) is expected to bring several significant 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 draft may still change during the legislative process, but it offers a preview of future competition law reforms.

Which companies are particularly affected by the 12th Amendment to the Act Against Restraints of Competition

The draft is particularly relevant for companies planning a transaction or participating in public tenders.

What is expected to change regarding transactions

Higher revenue thresholds ease the burden on companies

The draft bill raises the current revenue thresholds for merger control:

• The global threshold is expected to be 750 million euros instead of 500 million euros.
• The first domestic threshold is set to rise from 50 million to 75 million euros.
• The second domestic threshold is to be raised from 17.5 million to 20 million euros.

For companies, the change in the thresholds is good news, as fewer merger proposals will be subject to merger control proceedings in the future. The change is intended to relieve companies and the Federal Cartel Office of the burden of regularly processing notifications that do not raise competition concerns.

Acquisition of companies with little or no business activity in Germany

In parallel with raising the revenue thresholds, the BMWE intends to specifically expand the scope of the transaction value threshold. In the future, the determining factor will no longer be solely whether the target company is already operating in Germany. It will also be sufficient, as the draft bill states, if the company is highly likely to operate in German markets in the future. The draft thus aims to cover scenarios that were previously not subject to German merger control due to a lack of or minimal business activity in Germany.

This applies in particular to the acquisition of young and innovative companies based in Germany that do not generate significant revenue, as well as to international transactions without current domestic revenue. In practice, however, a requirement linked to a forecast creates considerable uncertainty regarding the obligation to notify a proposed merger.

New notification procedure prior to formal filing

If a merger becomes subject to notification requirements due to the new transaction value threshold, it would have to be reported to the Federal Cartel Office prior to formal notification. Following such a report, the Federal Cartel Office has two weeks to indicate whether a formal notification is required. The merger is deemed approved if no notification is received. The change serves as a minor counterbalance to the expansion of the transaction value threshold and is intended to reduce the burden on companies.

In practice, however, it is unlikely to be quite that simple. This is because the notification itself requires a range of details, including information on the activities of the companies involved and the strategic and economic rationale behind the merger. Companies must therefore be prepared to present their information in a structured manner during the notification process. This step should be incorporated into the transaction timeline at an early stage.

Changes in Public Procurement

The new procurement screening process increases the risk of antitrust violations being detected

Perhaps the most significant new development for companies participating in public procurement procedures is the planned procurement screening. In the future, the Federal Cartel Office will be permitted to systematically analyze procurement data—regardless of whether there is any specific suspicion—to determine whether there are indications of violations of antitrust laws. This pertains to price, territorial, or other agreements between bidders in public procurement procedures. The regulation applies to contracts with a higher volume exceeding the EU thresholds. The Federal Cartel Office is to be granted the authority to collect and evaluate various data from participants in tendering procedures. This will allow the antitrust authority to base its investigation not only on information already in the public domain regarding awarded contracts, but also on information regarding unsuccessful bids.

Antitrust compliance in the procurement sector is becoming even more important

The amendment to the Act Against Restraints of Competition places a greater emphasis on antitrust violations in public procurement. In doing so, it addresses the rise in public investment and the accompanying increase in public tenders resulting from the Special Fund for Infrastructure and Climate Neutrality. For companies, this means that the risk of legal violations being uncovered in public procurement is increasing. This applies not only to obvious violations. When comprehensive data from multiple proceedings is consolidated and analyzed, collusive behavior can be more easily detected. Companies that regularly participate in tenders should review their internal processes related to participation in procurement procedures. Legal departments are advised to work with sales, tender teams, and compliance to ensure that existing rules for dealing with competitors are sufficient.

This will apply to business partnerships in the future

Greater legal certainty for vertical collaborations as well

The draft bill for the 12th amendment to the Act Against Restraints of Competition (GWB) is intended to provide greater legal certainty for vertical cooperation and to promote innovative or novel models. Companies should also be able to request a decision from the Federal Cartel Office in cases of vertical cooperation, stating that there is no cause for action with regard to a cooperation between companies. Until now, this right was limited to collaborations between competitors. This could be relevant, for example, for companies seeking to optimize their processes along the supply chain through the exchange and sharing of data.

Press: Partnerships remain possible

Specifically for newspaper and magazine publishers, the draft bill removes the time limit on press cooperations that are granted special treatment under antitrust law in the area of publishing industry collaboration. This applies in particular to collaboration in the advertising and marketing sectors as well as in distribution. The exemption, which has previously been subject to a time limit, is to be made permanent. The draft bill thus responds to the existing challenges facing press publishers due to a changing media landscape and, in particular, the decline in advertising revenue. This is particularly relevant for publishing houses that wish to continue existing cooperation models or explore new ones.

Strengthening competition in the energy and fuel sectors

To strengthen competition in the energy supply sector, the draft bill proposes extending the antitrust oversight of the energy industry until the end of 2032. The provision is intended to apply to suppliers of district heating, electricity, and gas. The extension of antitrust oversight in the energy sector, which has so far led to nearly 300 proceedings, is part of the ongoing debate over high energy prices.

The Federal Cartel Office’s Fuel Market Transparency Unit will also be strengthened. The Fuel Market Transparency Unit collects information on fuel prices and passes this information on to consumer information services such as apps and websites. Its task is to monitor the fuel market. To this end, the office will be authorized to request information—such as sales volumes and prices—from fuel suppliers operating in markets upstream of gas stations. In addition, the Market Transparency Office will in the future also be able to collect and share information on the “Super Plus” fuel grade.

How companies should respond to the 12th Amendment to the German Telecommunications Act

The 12th Amendment to the Act Against Restraints of Competition has not yet been enacted. Nevertheless, companies should not wait for the legislative process to conclude, but should adapt their processes in a timely manner as needed.

In practice, the following recommendations are particularly important:

• Adaptation of M&A checklists and process plans to German merger control regulations
• Preliminary review of compliance rules and internal processes related to procurement procedures
• Assessment of industry-specific innovations in terms of opportunities, risks, and the need for adaptation.

Outlook

The draft bill for the 12th Amendment to the Act Against Restraints of Competition (GWB) is presented as an amendment aimed at improving efficiency and reducing the regulatory burden. In practice, however, this is only half the story. While the higher revenue thresholds may indeed ease the burden on companies, the transaction value threshold is being raised and, in key cases, is becoming less certain. The draft bill also underscores the importance of antitrust compliance. The new procurement screening process increases the risk of antitrust violations being detected.

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