In case of a mandatory sector-specific or cross-sectoral filing obligation, the closing of the transaction is suspended until the BMWK clears the acquisition. The parties must also observe specific prohibitions during the review period, e.g., the acquirer must not exercise the new voting rights or must not receive certain security-relevant information from the target company. Violations of these standstill obligations during the investment screening period may lead to severe fines or even imprisonment.
Regardless of the type of proceedings, the initial review period is two months (Phase 1). During this period, the BMWK may either clear the case or open an in-depth investigation. If the BMWK raises security concerns, it may open an in-depth investigation (Phase 2). In Phase 2 proceedings, the BMWK has four months to review the case. The review period commences when the BMWK has received all relevant information and documents. The BMWK may stop the review period by requesting further information or documents from the parties. Moreover, the BMWK can unilaterally extend the Phase 2 review deadline by an additional three months if the case presents “particular difficulties”, and by another additional month if the acquisition particularly affects defense interests of Germany.
After a Phase 2 review, the BMWK can either unconditionally or subject to conditions clear or prohibit the investment.