Germany: Below-Threshold Transactions – First-Ever Notification Obligation For Future Deals Imposed On Rethmann Group
Contacts
Associate
Germany
As an associate in our Competition and EU team in Düsseldorf, I advise on transactions (merger control), cooperation and distribution agreements, IP, and compliance.
Partner
Germany
I am a partner in competition law. I specialise in transactions, commercial disputes, IP, IT and compliance. My sector focus is on the automotive supply industry, tech & comms, consumer electronics and on regulated industries. I strive to add value to my client's businesses by providing legal advice that can be used to achieve measurable business objectives.
On 24 November 2025, the German Federal Cartel Office (“FCO”) announced that the Rethmann Group must obtain prior approval for all acquisitions in the non-hazardous household waste sector – even when they fall below the statutory merger thresholds. The notification obligation applies for the next three years to all transactions where the target company generates revenue exceeding EUR 100,000 in the waste disposal sector.
This decision represents the first application of Section 32f (2) of the German Competition Act (“GWB”), which was introduced in 2021 and amended in 2023, with the aim of extending the FCO’s jurisdiction to below-threshold acquisitions by powerful companies that are believed to cause structural damage to competition on the market.
Under the GWB’s merger rules, typically the FCO has power to investigate a transaction only if it meets or exceeds the statutory turnover or transaction value thresholds.
Section 32f (2) GWB, by contrast, empowers the FCO to impose a notification obligation even for below-threshold transactions. The prerequisite is that the FCO has previously conducted a sector inquiry and identified objectively justified indications that future acquisitions by the company at issue will significantly impede effective competition on the (German) market. In principle, the notification obligation applies to transactions where the acquirer achieved turnover exceeding EUR 50 million in the previous financial year in Germany and the target company achieved turnover exceeding EUR 1 million in Germany. The obligation is valid for three years and can be extended up to three times.
The decision follows a comprehensive sector inquiry in which the FCO identified Rethmann as the market leader in collecting non-hazardous municipal waste and recycling waste glass – both nationally and across several federal states. The FCO considers the waste management sector to be characterized by high barriers to market entry, and is concerned that future acquisitions, even of smaller regional players, the turnover of which would not meet the statutory thresholds, could significantly impede effective competition.
It is important to note that, as of today, below-threshold transactions can be caught only under narrow conditions in Germany (see above). However, as the Rethmann decision exemplifies, the FCO is committed to making full use of the new competition tools granted to it. The decision is not yet legally binding. Rethmann can appeal to the Higher Regional Court of Düsseldorf.
If you need more information or further guidance in this area, please contact Stephan Waldheim or Tamy Tietze.
