Answers / M&A Advisory

When is German merger control (Bundeskartellamt) approval needed, and what is the process?

A core M&A Advisory interview question — asked in analyst and associate interviews across IB, PE, and the Big 4.

THE SHORT ANSWER

A concentration must be notified to the Bundeskartellamt before closing if the turnover thresholds are met: combined worldwide turnover above €500m, AND one party with German turnover above €50m, AND a second party with German turnover above €17.5m (thresholds as currently set; there's also a transaction-value threshold for high-value deals with limited German turnover, e.g. large tech/pharma). It's a suspensory regime — you can't complete before clearance (gun-jumping is penalized). Process: Phase 1 is a one-month review in which the large majority of mid-market deals clear; if competition concerns arise, the authority opens Phase 2, an in-depth investigation of up to a further roughly four months, which can clear, clear with remedies (usually divestitures), or prohibit. The deal team must assess notifiability early (including in other jurisdictions — EU/national filings may run in parallel), build the clearance timeline into the SPA (conditions precedent, long-stop date), and allocate antitrust risk (efforts standards, reverse break fee).

WHAT INTERVIEWERS LISTEN FOR

  • Thresholds: combined WW >€500m + one party DE >€50m + another DE >€17.5m (plus transaction-value test)
  • Suspensory: no closing before clearance (gun-jumping penalized)
  • Phase 1 ~1 month (most clear); Phase 2 ~+4 months (remedies/prohibition possible)
  • Assess multi-jurisdiction filings; build into SPA timeline/risk allocation

COMMON MISTAKES

  • Closing before clearance (gun-jumping)
  • Not checking parallel EU/other-country filings
  • Ignoring the transaction-value threshold

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