Germany introduces second domestic turnover threshold for merger control
Client Alert | 1 min read | 02.18.09
On 13 February 2009, the German legislator approved an amendment to the Act against Restraints of Competition ("ARC") that will significantly reduce the need for merger control filings and observation of the statutory waiting period for transactions with focus outside Germany.
Presently, the German turnover thresholds are met if the parties' combined worldwide turnover in the last calendar year exceeds € 500 million (approx. US$ 735 million) and if any of the parties achieves sales in Germany in excess of € 25 million (approx. US$ 36.7 million). Accordingly, Germany has been one of the few countries in the world where the filing thresholds could be triggered by one of the parties, e.g. the acquiring group alone. Furthermore, the extensive interpretation of the required 'effects on competition in Germany' has hitherto put a significant administrative burden on many companies meeting the abovementioned thresholds.
Under the new regime two parties to a transaction must have sales of at least € 5 million (approx. US$ 7.35 million) in Germany. It is expected that the introduction of the second domestic sales threshold will significantly reduce the number of transactions that have to be filed with the Bundeskartellamt ("FCO") in Germany. In particular foreign-to-foreign transactions or German purchasers acquiring foreign companies with little business in Germany will in the future be exempted from filing requirements.
The amendment is expected to enter into force in early March after signature by the German president and publication in the official journal. In the interim, companies involved in transactions where the second threshold is not met, may want to consider postponing their closing until the amendment enters into force in order to avoid a German merger filing.
For more information, please contact the professionals listed or your regular Crowell & Moring contacts.
Insights
Client Alert | 3 min read | 04.23.24
The Federal Circuit’s recent decision in Luv n’ Care v. Laurain provides a cautionary tale for patentees. Disclosing prior art to the Patent and Trademark Office (PTO) is not enough to insulate against a finding of inequitable conduct, particularly where a patentee mischaracterizes that prior art and the PTO’s patentability determination may have differed had the patentee accurately described the prior art. Misconduct by the patentee during litigation can also lead to a finding of unclean hands that bars the patentee from relief for alleged infringement against the opposing party in that litigation.
Client Alert | 6 min read | 04.23.24
Client Alert | 3 min read | 04.22.24
Client Alert | 1 min read | 04.18.24
GSA Clarifies Permissibility of Upfront Payments for Software-as-a-Service Offerings
