Recent Filing Data In 2025, 339 transactions were notified to the BMWE based on the German domestic FDI regime, an approximately 30% increase compared to 2024, marking a new all-time high. Of the 339 national cases, 259 (76%) were notified under the cross-sectoral screening regime and 80 (24%) under the sector-specific screening regime – a notable shift from 2024, when sector-specific cases represented only 15% of all cases. The absolute number of sector- specific cases more than doubled (from 38 in 2024 to 80 in 2025), reflecting heightened investment activity in the defense sector and broader geopolitical pressures. The majority of notified transactions again involved U.S. investors (approximately 47%), followed by investors from the UK including the Channel Islands and from China. The sectors most frequently reviewed were information and communication technology and health and biotech, consistent with prior years. The number of Phase II in-depth reviews rose to 31 in 2025, up from 19 in 2024, reversing a prior trend of continuous decline. Approximately 2% of concluded cases were subject to mitigation measures imposed by the BMWE. Timing Considerations for Transactions In transactions that trigger mandatory notifications, the BMWE has an initial period of two months (Phase I) to determine whether to open a formal (in-depth) review. If a formal review is opened, it lasts another four months, beginning with the receipt of all relevant documents. Under the forthcoming Investment Screening Act and in alignment with the revised EU FDI Screening Regulation, the Phase I review period is expected to be shortened from two months to 45 days. The formal review period can be extended by another three months in exceptionally complex cases, and four months in defense deals. A review can be suspended in case of additional
technologies such as semiconductors, artificial intelligence, robotics, satellite technologies, aviation and aerospace, autonomous driving and critical raw materials (called “cross- sectoral screening”). Investments in companies active in sensitive security areas or sensitive sectors that meet the relevant thresholds give rise to a standstill obligation. Parties may not consummate the transaction until the BMWE has cleared the transaction or the applicable review period has lapsed. Transactions subject to mandatory notification are provisionally void under German civil law until clearance has been granted or the applicable review period has lapsed. Failure to obtain clearance prior to the consummation of a notifiable transaction is also subject to criminal exposure (criminal fines or imprisonment of up to five years). The BMWE may initiate a review on its own initiative in case of an acquisition by a non-EFTA investor of 25% or more of the voting rights in any German company where the transaction poses a threat to public order or security in Germany. This right to call-in transactions also applies to deals where the investor acquires so-called “atypical” control, a vague concept that is intended to cover circumstances in which an investor acquires influence going beyond the rights related to the acquired interest through the means of additional board seats, veto rights or access to certain specific information. To obtain legal certainty regarding transactions that do not trigger a mandatory notification, non- EFTA investors generally apply for a certificate of non-objection confirming that the BMWE has no objections to the deal. If the BMWE prohibits a transaction, it becomes void under German civil law as regards the German activities of the target company.
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FDI and National Security Review
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