merger control
noun · Fusionskontrolle
Fusionskontrolle is the preventive control of concentrations: a transaction meeting the turnover thresholds must be notified to the Bundeskartellamt and may not be completed before clearance. Fusion is the right word here even though the transaction itself is a Verschmelzung in corporate documents, and the European Merger Regulation displaces the German rules where the Commission has exclusive jurisdiction.
Which translation, when
Why
Merger control is the Fusionskontrolle, and here the everyday word Fusion is correct, although the corporate-law term for a merger of companies is the Verschmelzung of the UmwG, which the merger entry holds. The German system is preventive. A concentration whose parties meet the turnover thresholds of § 35 GWB must be notified to the Bundeskartellamt and may not be implemented before clearance, and that prohibition on gun-jumping is the core of the regime, since a transaction closed without clearance can be unwound and fined. The examination proceeds in phases, a short first review and, where the concentration raises competition concerns, a main examination in which the authority may clear, clear subject to commitments, usually divestments, or prohibit. What counts as the controlled event is broader than the English word merger suggests: the Zusammenschluss covers the acquisition of assets, the acquisition of control over another undertaking and the acquisition of shares beyond defined levels, so an ordinary share purchase or the acquisition of a business unit is caught although nothing is merged in the corporate sense. The second question in every transaction is which authority reviews it. Where the concentration has a Union dimension under the European Merger Regulation, the Commission is exclusively competent and the national rules step back, so the answer turns on thresholds and on how turnover is attributed within groups rather than on what the parties call the deal. A translation that treats Fusionskontrolle as though it applied only to mergers therefore misses most of the transactions the regime actually catches.
Typical mistakes
- The controlled event is the Zusammenschluss, covering asset deals, acquisitions of control and share purchases, so limiting merger control to mergers understates its scope.
- Implementation before clearance is prohibited and can be unwound and fined, so treating notification as a formality misdescribes the risk.
- Where the concentration has a Union dimension the Commission is exclusively competent, so assuming German jurisdiction without checking the thresholds may address the wrong authority.
What matters
Planning a German acquisition: the memo should ask whether the transaction is a Zusammenschluss, test the turnover thresholds for both the German and the European regime, and flag the prohibition on closing before clearance.
What the machine misses
The machine writes Zusammenschlusskontrolle or Verschmelzungskontrolle for merger control, and the established term is Fusionskontrolle, covering every Zusammenschluss under § 35 GWB from asset deals to acquisitions of control, with implementation prohibited before clearance; the invented words also suggest that only corporate mergers are caught.
Examples
| merger control | Fusionskontrolle |
| a concentration | ein Zusammenschluss |
| subject to notification | anmeldepflichtig |
| cleared subject to commitments | unter Auflagen freigegeben |