On 24 June 2026, more than four years after the underlying events, Germany’s Federal Public Prosecutor General announced search measures in connection with a criminal investigation arising from the 2022 separation and attempted liquidation of the former German subsidiary of a major foreign state-linked energy group. What makes the case significant for FDI practitioners is straightforward: it is a forceful reminder that implementing a notifiable transaction without prior clearance is not merely a regulatory irregularity but can trigger criminal exposure at the highest enforcement level.
The closing prohibition as the core of the allegation
Under the German Foreign Trade and Payments Act (AWG) and the Foreign Trade and Payments Ordinance (AWV), notifiable acquisitions of German entities in sensitive sectors, and certain post-closing steps, may not be implemented before the Federal Ministry for Economic Affairs and Energy (BMWE) has cleared them. This closing prohibition (Vollzugsverbot) is the backbone of the screening regime, without it, the BMWE’s review power would be defeated by accomplished facts.
The current investigation puts that prohibition center stage. Prosecutors allege that a German subsidiary holding a material share of national gas storage capacity was separated from its foreign parent group through a series of indirect share transfers, structured in a way that allegedly avoided triggering the AWV’s prior-approval requirement. A newly inserted foreign acquirer, with no operational link to the energy sector, then ordered the liquidation of the German entity, again without BMWE approval. Execution was ultimately prevented when the BMWE placed the entity under interim trusteeship.
A signal beyond energy
German authorities have demonstrated a willingness to deploy enforcement mechanisms well beyond administrative fines where critical infrastructure is involved and circumvention appears deliberate. That posture is not confined to energy, telecommunications, water, health, and transport assets covered by the AWV’s sectoral screening rules face a comparable risk profile.
Practical takeaways — focus on the closing prohibition
- Map the full ownership chain pre-signing. The closing prohibition can be triggered by indirect transfers even where no single step is obviously notifiable in isolation. The relevant question is the cumulative economic and control effect, not the form of any individual link in the chain.
- Treat post-closing steps as independent notification events. Liquidations, intra-group restructurings, and asset transfers affecting critical infrastructure may themselves require BMWE approval, even where the original acquisition was cleared or fell below thresholds.
- Take accessory liability seriously. Knowingly assisting in the implementation of a transaction that is subject to the closing prohibition may expose individuals not only to administrative and regulatory sanctions but also to criminal liability.
- Engage the BMWE early and in writing. Where any doubt exists, a voluntary filing for a certificate of non-objection or a proactive informal engagement with the BMWE on a no-name basis before implementation remains the safest course. Given the significant consequences of even an inadvertent violation of closing prohibitions, acquirers should carefully consider the advantages of voluntary FDI filings.
Conclusion
When critical infrastructure is at stake, layered restructurings and post-closing steps that bypass BMWE scrutiny can turn an FDI issue into a state-security one, potentially triggering notifications and closing prohibitions. The key question is no longer whether a transaction appears notifiable on its face, but whether its cumulative effect falls within the screening regime. Where doubt exists, advisers and acquirers should consider engaging the BMWE on a no-name basis or through a voluntary FDI filing.
