Last year, we summarized the key numbers of German foreign investment control for 2024 (see here). This week, the German Ministry of Economics released its figures for 2025. In this sequel to my previous post, I will outline the main developments in 2025 compared to 2024 and explore what the 2025 figures reveal about enforcement intensity and what they might imply for deal planning in 2026.
2025 marks a new all‑time high
In 2025, the number of national FDI review procedures in Germany increased by approximately 30% from 261 in 2024 to 339. After two consecutive years of declining national FDI procedures, this increase to a new all‑time high is particularly striking. EU notifications, i.e. cases without a German national screening but notified by one or more Member States under the EU cooperation mechanism, also climbed to a record of 451, confirming the steady growth in such cases since the mechanism was introduced in October 2020.
So, German and other national cases increased in tandem this year. For transaction planning, this means that deals with even limited EU cross‑border elements must take into account parallel review timelines and coordination between Berlin and other EU capitals.
Procedural mix: structural shift toward sector‑specific screening
For Germany, the 2025 numbers show a rebalancing between the broader cross-sectoral (sektorübergreifend) regime (covering all sorts of industries such as critical infrastructure, semi-conductors, healthcare and many more) and the defence-/security-sector focussed sector-specific (sektorspezifisch) cases:
- Of the 261 national cases in 2024, 223 were cross-sectoral, making up 85% of all cases. 38 cases were sector-specific, making up 15% of all cases.
- Of the 339 national cases in 2025, 259 were cross-sectoral, making up 76% of all cases. 80 cases were sector-specific, making up 24% of all cases.
Thus, the absolute number of sector-specific cases more than doubled (38 → 80), which also resulted in an increased share of the total cases (15% → 24%). The numbers show that the traditional assumption that “most deals fall under the cross‑sectoral regime” remains true in absolute terms, but sector‑specific screening has evolved from a niche into a significant portion of the German Ministry of Economics’ (now BMWE) workload. Given the geopolitical landscape and the increased importance of and investment in the defence sector, this does not come as a surprise.
Investor origin and industries concerned: The big three remain, as does the sectoral distribution of cases
Despite (some) frictions between the US and Europe, cases with investors from the United States continue to represent the largest number of cases (159 in 2025, 47 cases more than in 2024). China (33 cases in 2025) and the UK (incl. Channel Islands, 41 cases in 2025) remain firmly in the top three, with absolute numbers rising in line with the overall increase in national procedures. Regarding the industries reviewed, Information & Communication Technology clearly stays in the lead (64 cases), followed by Health & Biotech (45 cases), Engineering (33 cases) and Energy (31 cases). The sectoral distribution of cases therefore remains broadly consistent with previous years, with Energy and Engineering swapping places.
Enforcement intensity: More Phase II proceedings
Notably, the absolute number of Phase II proceedings rose again in 2025 (31) after a continuous decline from 2021 (40) to 2024 (19). Given the 339 national cases in 2025, this suggests that a non‑trivial share of transactions faces in‑depth review, even if the majority remains in Phase I.
From a deal‑making perspective, 2025 looks like a “tightened, but selective” enforcement environment: The BMWE is willing to let many cases pass quickly (see timelines below) but will push a growing subset into more intensive scrutiny.
Timelines: Faster Phase I proceedings, with a visible tail of long cases
The length of proceedings is highly relevant for practitioners and for deal timelines. Last year’s statistics yield three key takeaways:
- 41% of the 2025 cases were closed within 30 days, and nearly three‑quarters within 40 days. This confirms the continued improvement in procedural efficiency.
- 12% of concluded cases exceeded 60 days, and 7% surpassed 70 days – even before accounting for the 45 cases still pending. Long review periods therefore remain a real prospect in a non‑negligible portion of cases.
- The BMWE continues to rely on mutually agreed Phase I extensions (11 cases in 2025) as a tool to avoid triggering formal Phase II proceedings.
Outlook for 2026: What dealmakers should expect
Looking ahead, four points are likely to define the 2026 landscape:
- Consistent high volumes: The sustained high numbers of both national and EU‑cooperation cases suggest that 2025 is not a one‑off peak but the new normal. Barring a sharp downturn in cross‑border M&A, investors should expect continued high screening activity.
- FDI as a core transaction workstream: For foreign investors, FDI review will continue to be a standard element of early risk analysis, comparable in importance to merger control and in some cases even more decisive for deal timing and overall feasibility.
- More (sophisticated) remedies: With more cases in Phase II, the BMWE is likely to develop increasingly detailed, sector‑specific remedies (on data localisation (see also here), governance, information access, veto rights etc.).
- Changed regime incoming: With the revised EU Screening Regulation on the horizon and the German government working on an update to the German foreign investment control regime, we will see debate on new rules, the impact of revised timelines, and an extended scope of foreign investment control.
Taken together, the 2025 statistics reveal a regime that is mature, active, and ever more finely calibrated: Quicker where possible and tougher where it chooses to be. For investors and targets alike, the signal is unambiguous: German foreign investment control will affect transactions from term sheet through to closing.
Photo by Jean Pierre Hintze on Unsplash
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