The German Higher Regional Court of Düsseldorf provides guidance on when a target has “significant domestic activities” under the transaction value threshold for domestic merger notifications (Meta / Kustomer)

On 23 November 2022, in appeal proceedings lodged by Meta against a decision of the German Federal Cartel Office (“FCO”) relating to its acquisition of Kustomer, the Higher Regional Court of Düsseldorf (the “Court”) provided guidance on the interpretation of the criterion of “significant domestic activities” of the target. This criterion is one of the criteria that may trigger a merger notification requirement in Germany under the “transaction-value threshold.” The transaction value threshold, which was introduced in 2017 as an alternative notification threshold, applies if the target