COVID-19 NOTICE – TEMPORARY MODIFICATIONS OF PROCEDURES
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Select Topics
Relevant legislation and authorities
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  1. Is a merger control regulation in force?
  1. Which authorities enforce the merger control regulation?
  1. Relevant regulations and guidelines with links:
  1. Does general competition regulation apply to mergers or ancillary restrictions?
  1. May an authority order a split-up of a business irrespective of a merger?
  1. Other authorities that also require merger filing or may prohibit transaction
    (Note that this may not be an exhaustive list and that industry-specific legislation should always be considered. Furthermore, a merger will often require change of registrations with – but not approval from – the companies register, land register and authorities that have issued permits for the activities of the merging parties.)
  1. Are any parts of the territory exempted or covered by particular regulation?
Voluntary or mandatory filing
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  1. Is merger filing mandatory or voluntary?
Types of transactions to file – what constitutes a merger
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  1. Is there a general definition of transactions subject to merger control?
  1. Is "change of control" of a business required?
  1. How is "control" defined?
  1. Acquisition of a minority interest
  1. Joint ventures/joint control – which transactions constitute mergers?
Thresholds that decide whether a merger notification must be filed
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  1. Which thresholds decide whether a merger notification must be filed?
  1. Special thresholds for particular businesses
  1. Rules on calculation and geographical allocation of turnover
  1. Special rules on calculation of turnover for particular businesses
  1. Series of transactions that must be treated as one transaction
Exempted transactions and industries (no merger control even if thresholds ARE met)
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  1. Temporary change of control
  1. Special industries, owners or types of transactions
  1. Transactions involving only foreign businesses (foreign-to-foreign)
  1. No overlap of activities of the parties
  1. Other exemptions from notification duty even if thresholds ARE met?
Merger control even if thresholds are NOT met
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  1. May a merging party file voluntarily even if the thresholds are not exceeded?
  1. May the competition authority request a merger notification or oppose a transaction even if thresholds are not met?
Referral to and from other authorities
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  1. Referral within the jurisdiction
  1. Referral from another jurisdiction
  1. Referral to another jurisdiction
  1. May the merging parties request or oppose a referral decision?
Filing requirements and fees
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  1. Stage of transaction when notification must be filed
  1. Pre-notification consultations
  1. Special rules for acquisitions on stock exchanges and public takeover bids
  1. Forms available for completing a notification
  1. Languages that may be applied in notifications and communication
  1. Documents that must be supplied with notification
  1. Filing fees
Implementation of merger before approval – "gun jumping" and "carve out"
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  1. Is implementation of the merger before approval prohibited?
  1. May the parties get permission to implement before approval?
  1. Due diligence and other preparatory steps
  1. Veto rights before closing and “Ordinary course of business” clauses
  1. Implementation outside the jurisdiction before approval – "Carve out"
  1. Consequences of implementing without approval/permission
The process – phases and deadlines
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  1. Phases and deadlines
Assessment and remedies/decisions
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  1. Tests or criteria applied when a merger is assessed
  1. May any non-competition issues be considered?
  1. Special tests or criteria applicable for joint ventures
  1. Decisions and remedies/commitments available
Publicity and access to the file
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  1. How and when will details about the merger be published?
  1. Access to the file for the merging parties and third parties
Judicial review
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  1. Who can appeal and what may be appealed?

 
GERMANY

Christoff Soltau, LL.M.
(King's College London)
Partner

christoff.soltau@cms-hs.com

Tel: +49 40 376 30 273

Dr. Markus Schöner, M. Jur
(Oxford)
Partner

markus.schoener@cms-hs.com

Tel: +49 40 376 30 365

Dr. Denis Schlimpert, LL.M.
(Paris 1 Panthéon-Sorbonne)
Senior Associate

denis.schlimpert@cms-hs.com

Tel: +49 40 376 30 448

No new regulation adopted or proposed

Note that relevant regulations may be changed before your contemplated transaction is completed. Mergerfilers.com and our national experts keep information on regulations up to date and even provide alerts on adopted or proposed changes that have not come into force yet but may come into effect before the transaction is completed. When this field is green, we have no knowledge of such imminent changes to the relevant regulations.
Relevant legislation and authorities

1) Is a merger control regulation in force?

Content pending.

2) Which authorities enforce the merger control regulation?

Content pending.

3) Relevant regulations and guidelines with links:

Original German version Unofficial English translation
   
   
   
   
   

 

4) Does general competition regulation apply to mergers or ancillary restrictions?

Content pending.

5) May an authority order a split-up of a business irrespective of a merger?

Content pending.

6) Other authorities that also require merger filing or may prohibit transaction
(Note that this may not be an exhaustive list and that industry-specific legislation should always be considered. Furthermore, a merger will often require change of registrations with – but not approval from – the companies register, land register and authorities that have issued permits for the activities of the merging parties.)

Content pending.

7) Are any parts of the territory exempted or covered by particular regulation?

Content pending.

Voluntary or mandatory filing

8) Is merger filing mandatory or voluntary?

Content pending.

Types of transactions to file – what constitutes a merger

9) Is there a general definition of transactions subject to merger control?

Content pending.

10) Is "change of control" of a business required?

Content pending.

11) How is “control” defined?

Content pending.

12) Acquisition of a minority interest

Content pending.

13) Joint ventures/joint control – which transactions constitute mergers?

Content pending.

Thresholds that decide whether a merger notification must be filed

14) Which thresholds decide whether a merger notification must be filed?

a) Turnover thresholds

Content pending.

b) Market share thresholds

Content pending.

c) Value of transaction thresholds

Content pending.

d) Assets requirements

Content pending.

e) Other

Content pending.

15) Special thresholds for particular businesses

Content pending.

16) Rules on calculation and geographical allocation of turnover

Content pending.

17) Special rules on calculation of turnover for particular businesses

Content pending.

18) Series of transactions that must be treated as one transaction

Content pending.

Exempted transactions and industries (no merger control even if thresholds ARE met)

19) Temporary change of control

Content pending.

20) Special industries, owners or types of transactions

Content pending.

21) Transactions involving only foreign businesses (foreign-to-foreign)

Content pending.

22) No overlap of activities of the parties

Content pending.

23) Other exemptions from notification duty even if thresholds ARE met?

Content pending.

Merger control even if thresholds are NOT met

24) May a merging party file voluntarily even if the thresholds are not exceeded?

Content pending.

25) May the competition authority request a merger notification or oppose a transaction even if thresholds are not met?

Content pending.

Referral to and from other authorities

26) Referral within the jurisdiction

Content pending.

27) Referral from another jurisdiction

Content pending.

28) Referral to another jurisdiction

Content pending.

29) May the merging parties request or oppose a referral decision?

Content pending.

Filing requirements and fees

30) Stage of transaction when notification must be filed

Content pending.

31) Pre-notification consultations

Content pending.

32) Special rules on timing of notification in case of public takeover bids and acquisitions on stock exchanges

Content pending.

33) Forms available for completing a notification

Content pending.

34) Languages that may be applied in notifications and communication

Content pending.

35) Documents that must be supplied with notification

Content pending.

36) Filing fees

Content pending.

Implementation of merger before approval – “gun jumping” and “carve out”

37) Is implementation of the merger before approval prohibited?

Content pending.

38) May the parties get permission to implement before approval?

Content pending.

39) Due diligence and other preparatory steps

Content pending.

40) Veto rights before closing and "Ordinary course of business" clauses

Content pending.

41) Implementation outside the jurisdiction before approval – "Carve out"

Content pending.

42) Consequences of implementing without approval/permission

Content pending.

The process – phases and deadlines

43) Phases and deadlines

Phase Duration/deadline
   
   

 

Assessment and remedies/decisions

44) Tests or criteria applied when a merger is assessed

Content pending.

45) May any non-competition issues be considered?

Content pending.

46) Special tests or criteria applicable for joint ventures

Content pending.

47) Decisions and remedies/commitments available

Content pending.

Publicity and access to the file

48) How and when will details about the merger be published?

Content pending.

49) Access to the file for the merging parties and third parties

The merging parties:

Content pending.

Third parties:

Content pending.

Judicial review

50) Who can appeal and what may be appealed?

Content pending.


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