information requests, and for as long as negotiations on mitigation measures are carried out between the BMWE and the parties involved. In cases of voluntary applications for a certificate of non-objection, the BMWE must decide within two months whether to issue the certificate or open a formal review. If the two-month period expires without commencing a formal review procedure, the non-objection certificate is deemed to have been issued.
The BMWE does not hesitate to make use of its ability to stop the clock when it feels that it needs more time for its review. In practice, review periods may significantly exceed the deadlines set out in the applicable laws. However, in 2025, approximately 41% of notified transactions were cleared within 30 days, and nearly three-quarters were cleared within 40 days, well ahead of the statutory two-month review period. Approximately 12% were closed after more than 60 days and 7% surpassed 70 days, with 45 proceedings still pending at the end of January 2026.
While Germany remains a foreign investor-friendly jurisdiction, the BMWE has intervened in a significant number of transactions since the first tightening of the regime in 2017. Against the background of increasing political tensions and military conflicts around the globe, this may be perceived as a trend not only to actively protect German economic interests in what is perceived to be an increasingly hostile global economic climate, but also to achieve a more ‘politicized’ investment control.
Recent Case Study In September 2023, the BMWE prohibited the complete takeover of KLEO Connect, a satellite communications joint-venture, by its two Chinese shareholders that already held a combined 53% interest in the company. Although the BMWE did not intervene when the Chinese shareholders acquired their majority interest in 2018, it prohibited the redemption of the shares held by the minority shareholders from Germany and Liechtenstein in KLEO Connect, which is involved in a project for the creation of a European low earth orbit satellite fleet intended to become a system comparable to the Starlink system operated today by SpaceX. The particularity of the case was that the BMWE applied the German FDI screening regime to the redemption of shares initiated by the majority shareholders as a legal operation that does not constitute a transaction between a seller and an acquirer by which an interest in a company is transferred, but in a unilateral act by which certain shares cease to exist resulting in an increase of the interest of the remaining shareholders. The BMWE considered
that there was an unintended loophole in the FDI regime in this respect that needed to be closed by an analogous application of the relevant provisions. It considered that this was necessary in light of the legislator’s intention to enable the competent authorities to screen, and if necessary, block, an acquisition of control over critical German undertakings by non-EU investors. Investors have recently overturned BMWE prohibition decisions on procedural grounds in German courts. In November 2023, the Berlin Administrative Court annulled two BMWE decisions for procedural non-compliance. In the first case, an Austrian company’s indirect acquisition of a 37.5% stake in PCK oil refinery was initially notified. After a preemptive right was exercised by another shareholder, the Austrian company deemed its notification obsolete. However, Ukraine war developments nullified the preemptive right, prompting the Austrian company to revert to its initial notification.
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