Ukrainian merger control captures not only traditional M&A transactions and full-function joint ventures, but also a wide range of other arrangements. These include transactions that may not ordinarily require merger clearance in other jurisdictions, such as asset transfers, long-term leases, preparatory restructuring steps preceding an M&A transaction, the release of pledges, and certain non-full-function joint ventures.

The Antimonopoly Committee of Ukraine (AMCU) is the principal competition authority. It reviews concentrations and may grant, conditionally grant or refuse clearance. If the AMCU prohibits a concentration, the Cabinet of Ministers of Ukraine may authorise it where the positive effects for the public interest outweigh the negative effects of the restriction of competition.

Ukraine’s merger control regime is principally governed by the Law of Ukraine “On Protection of Economic Competition”, the Law of Ukraine “On the Antimonopoly Committee of Ukraine”, and the Regulation on the Procedure of Review of Applications and Cases on the Concentration of Undertakings (the Merger Regulation). The AMCU has also issued methodological recommendations and guidelines on control, horizontal and non-horizontal concentrations, joint ventures, market definition, and fines.

Notification is mandatory where a transaction constitutes a concentration and the applicable financial thresholds are met. Clearance must be obtained before closing; parties must not implement a notifiable transaction before AMCU’s approval.

A concentration includes a merger, the acquisition of direct or indirect control, and the establishment of a full-function joint venture. The Ukrainian regime places significant weight on the legal form and structure of the transaction. A multistep transaction may therefore involve several notifiable events, requiring separate notifications and clearances. The establishment of a joint venture may also, depending on its structure, be characterised as an acquisition of control, thereby excluding the full-functionality element and rendering certain non-full-function joint ventures notifiable.

There is no local nexus requirement; a transaction may be notifiable even if the target has no sales or presence in Ukraine, provided that the relevant financial thresholds are met by the parties.

A minority acquisition requires notification only where it results in the acquisition of sole or joint control; however, in practice, cases with 25% or a higher stake being acquired are notified out of caution, or parties opt for AMCU’s conformity letter confirming their non-notifiability. These cases are mostly domestic transactions or international deals with an appreciable local footprint.

The substantive test is whether the transaction may lead to monopolisation or a substantial restriction of competition in Ukraine or a substantial part of it. The standard Phase I duration is 45 calendar days, including a 15 calendar-day preliminary review period and a 30 calendar-day substantive review. A simplified procedure is available in limited situations and includes a 15 calendar-day preliminary review period and a 10 calendar-day substantive review. Where there are competition concerns, the transaction may be reviewed in Phase II, which may last up to three months after the parties provide all requested information and documents.

Despite wartime-related complications, the AMCU has remained operational since 2022. In practice, the parties are advised to allow additional time for Ukrainian merger clearance, with the appropriate timetable depending on the circumstances of the case.

Notification is mandatory, where a transaction qualifies as a concentration and the applicable financial thresholds are met.

Even if a transaction falls below the thresholds, the parties can still apply for clearance on a precautionary basis. This is an effective solution where verifying thresholds is burdensome or cannot be fully completed.

Closing notifiable transactions before AMCU’s clearance is prohibited. An agreement may be signed before clearance, but completion must occur after obtaining the clearance.

The parties must also refrain from any actions that may restrict competition and make restoration of the initial state of affairs impossible (for example, through pre-clearance “gun-jumping”).

There is no general exemption for public bids or tender offers.

A carve-out of Ukrainian assets or entities does not provide a safe harbour from the Ukrainian standstill obligation. There have been cases where the AMCU imposed fines for gun-jumping despite a Ukrainian carve-out, taking the view that the global transaction and its Ukrainian component constituted separate notifiable events, both subject to prior clearance. Hence, closing globally ahead of the AMCU’s clearance is not possible without running into the risk of fines (see Question 32 for more details).

Ukrainian law does not provide for a hold-separate or similar mechanism that would allow the parties to transfer shares or assets before obtaining clearance. Nor does it provide for a formal procedure under which the AMCU may grant an individual derogation or waiver from the standstill obligation.

However, a so-called financial buyer exemption may, in certain circumstances, be invoked, subject to several conditions, including that the acquirer does not exercise its voting rights, that the ownership is temporary, and that the acquirer undertakes to divest the interest within the prescribed timeframe.

The law sets out the exhaustive list of transactions/events that are considered concentrations and may require prior merger clearance:

• merger or merger by amalgamation of the entities that were not connected by control relationships prior to the transaction;
• acquisition of direct or indirect control over an undertaking (including through the acquisition or lease of its assets, appointment to management positions and so on), and
• establishment by two or more undertakings of a full-function joint venture (see Question 9 for more details).

Acquisitions of minority participation interests are not notifiable as long as they do not confer control.

Control is broadly defined as the ability to exercise decisive influence, directly or indirectly, including through blocking rights, over the strategic decisions relating to an undertaking’s business activities. Control may be acquired on a sole or joint basis. Importantly, the change from joint to sole control and vice versa may also constitute a notifiable concentration.

The following circumstances are indicative of control:

• holding or managing more than 50% of the shares/interests in another undertaking;
• holding more than 50% of the voting rights in another undertaking’s highest governing body;
• having the right to appoint the CEO, deputy CEO, Chairman, Deputy Chairman, or more than 50% of the members of another undertaking’s supervisory, executive or controlling bodies;
• having the right to receive more than 50% of another undertaking’s profit;
• otherwise being able to exercise decisive influence over another undertaking, for example, through quorum requirements, veto rights over strategic decisions, contractual arrangements (including through management, joint activity, lease or financing arrangements).

If a 25% threshold is exceeded, this may give rise to the possibility of control, and additional analysis may be warranted.

The above examples are not exhaustive. In particular, the acquisition of a minority interest may be notifiable where it confers sole or joint control, including through veto rights over strategic decisions.

The following events are not considered concentrations and therefore do not require obtaining prior merger clearance:

• establishment of a non-full-function joint venture (see Question 9 for more details);
• acquisition of shares qualifying as a financial buyer transaction (that is, shares are acquired by a financial institution for the purposes of further resale within one year, which may be extended by the AMCU for up to one additional year, provided that the acquirer does not exercise voting rights in the meantime). Such acquisitions and subsequent resale must be notified to the AMCU within one month under a separate procedure;
• intra-group transactions, unless control relationships within the group were established in violation of the Ukrainian merger control rules;
• an acquisition of control over an undertaking, or a part of an undertaking, by a receiver or a representative of a state authority;
• acquisition by a bank or other financial institution of shares/assets of an undertaking, if the acquisition is envisaged by a restructuring plan in accordance with the Law of Ukraine “On Financial Restructuring” and is effected through foreclosure on collateral or another security interest, provided that such shares/assets will be further resold within two years of their acquisition;
• acquisition by a bank of shares/assets of an undertaking through foreclosure on collateral or another security interest, or by another means of acquiring such collateral, including in bankruptcy or enforcement proceedings, provided that the acquirer does not exercise voting rights or use the acquired assets for business activities in the meantime. Further resale must take place within one year (which may be extended by the AMCU for up to two additional years). Such acquisitions and subsequent resale must be notified with the AMCU within one month under a separate procedure.

Minority interests are caught by Ukrainian merger control rules only where their acquisition results in the acquisition of sole or joint control over the target.

There is no statutory safe harbour percentage below which control can be conclusively excluded. In practice, however, the acquisition of less than 25% of the voting rights would ordinarily be unlikely to confer control in the absence of additional governance, contractual or other structural links.

The rights relating to decisions on the budget, business plan, major investments, and the appointment of senior management are regarded by the AMCU as rights that, as a rule, confer decisive influence on a minority shareholder.

Control may also be established on a de facto basis; the assessment is to be conducted on a case-by-case basis.

Following the 2024 reform (prior to which the acquisition of 25% or more of the voting rights itself constituted a notifiable concentration), Ukrainian merger control rules no longer require notification of a minority acquisition that does not confer control, despite many such cases in the past. However, in practice, cases with 25% or a higher stake being acquired are notified out of caution, or parties opt for AMCU’s conformity letter confirming their non-notifiability. These cases are mostly domestic transactions or international deals with an appreciable local footprint.

The Ukrainian thresholds are uniform. They are based on the parties’ assets and turnover for the financial year preceding the closing and are calculated on a group-wide basis, taking into account all entities and individuals connected with the parties by control relationships.

The relevant figure is the higher of group assets or group turnover. Turnover is not limited to the relevant product market; it includes all turnover from sales of goods, works, and products, while intra-group sales are excluded (provided that accounting of such sales is maintained).

A concentration is notifiable and requires prior approval by the AMCU if in the financial year immediately preceding the year of the concentration either of the following thresholds is met:

• Test 1: the combined worldwide value of assets or turnover of the parties to the concentration exceeds EUR 30 million and the value of Ukrainian assets or Ukrainian turnover of each of at least two parties exceeds EUR 4 million;
• Test 2: the value of Ukrainian assets or Ukrainian turnover of one party exceeds EUR 8 million and worldwide turnover of at least one other party exceeds EUR 150 million.

For Test 1, at least two parties must each meet the Ukrainian limb; it cannot be satisfied by one party alone. For Test 2, only one party needs to meet the Ukrainian limb, while another party must meet the global limb.

In an acquisition, the seller’s group is generally taken into account when calculating the target’s figures. However, the seller’s financial indicators may be excluded where several criteria are met at the same time. Namely, (i) the seller ceases to control the target after the transaction, and (ii) the target has no assets in Ukraine and no activities in Ukraine in the current financial year, and had no activities in Ukraine in the two last financial years. The term “activity” is not specified in the law and may be interpreted more broadly than turnover.

The thresholds are statutory amounts expressed in EUR and are not subject to periodic automatic adjustments. Furthermore, no market share threshold applies. Therefore, the absence of overlaps in Ukraine does not prevent a filing obligation where the financial thresholds are met.

Ukraine’s merger control thresholds are not based on market shares or a variable reference factor such as the minimum wage.

The indicators should be calculated by reference to:

• for assets – the total value of assets as of the last day of the last financial year; or
• for turnover – the total turnover from sales of goods, works, and services during the last financial year.

Where a concentration has not yet been completed, the relevant financial year for determining the applicable financial indicators is the year preceding the year in which the notification is submitted. For a concentration that has already been completed (i.e., where the transaction is assessed retrospectively) the relevant financial year is the year preceding the closing date.

All figures must be taken at the parties’ corporate group level (that is, including all entities connected with the parties by control relationships). For each party, the higher of its assets or turnover shall be taken into account. In the case of jointly controlled entities, their turnover and assets are attributed to each of its controlling parents in equal parts, irrespective of their respective shareholdings or voting rights.

Turnover is calculated as net revenue from sales of products, goods, works, and services, less VAT, excise duty, and other taxes or charges calculated by reference to turnover. Intra-group sales are excluded where accounting of such sales is maintained.

Ukrainian law does not prescribe detailed rules for the geographic allocation of turnover. In practice, however, the AMCU generally follows the customer allocation approach.

Both turnover and assets value indicators should be determined based on the financial statements and consolidated financial statements.

Turnover or assets figures of non-controlling interests are not taken into consideration when determining the turnover or assets for the purpose of thresholds calculation.

Special rules apply to banks and insurance companies, as follows:

• for banks, one tenth of the bank’s assets is used for both asset and turnover threshold;
• for insurance companies, the relevant asset indicator is net assets, while the turnover indicator is income from insurance activities, including insurance premiums.

Market shares are not relevant to the Ukrainian jurisdictional thresholds. Consequently, the parties do not need to define the relevant product or geographic market or verify market share calculations for the purpose of notifiability assessment.

The financial indicators shall be calculated based on the official National Bank of Ukraine (NBU) exchange rate applicable on the last day of the relevant financial year. The same end-of-year exchange rate applies to both turnover and assets; an average annual exchange rate is not used for turnover.

For the assessment of transactions in FY 2026, the relevant exchange rate is the one applicable on the last day of FY 2025 (i.e., for Ukraine, 31 December 2025). The official NBU exchange rates on that date were: EUR 1 = UAH 49.8565, and USD 1 = UAH 42.3878. The relevant NBU rates are available here: https://bank.gov.ua/ua/markets/exchangerates?date=31.12.2025&period=daily.

Official NBU exchange rates as of other dates can be checked at the link: https://bank.gov.ua/ua/markets/exchangerates.

Ukrainian merger control rules apply to both the creation of joint ventures and the acquisition of joint control over an existing undertaking.

In terms of jurisdictional thresholds, for a newly established JV, the relevant parties are the founding parent undertakings and their respective groups. An important distinction of the Ukrainian regime is that greenfield JVs may be viewed as a regular acquisition rather than JV establishments; accordingly, the way the financial thresholds are calculated/attributed may differ. This, for instance, would be a situation where one of the parties forms or acquires a shelf company, and the other party(ies) join(s) it.

A filing may technically be required even where the JV will have no actual or foreseeable activities in Ukraine, if the applicable thresholds are met by its parent groups. It is therefore advised to assess the thresholds at group level and not assume that a lack of Ukrainian activities of the JV removes the filing requirement. The assessment of the practical risks of enforcement is to be conducted on a case-by-case basis.

The establishment of a new JV constitutes a concentration that may require AMCU’s merger clearance only if the JV is intended to be full-functional. A JV is considered full-functional where it is capable of carrying out economic activities and (or) expanding its market presence autonomously and independently from its founders. This includes having sufficient resources to carry out its activities independently and not requiring economic links with the founders or other undertakings of its controlling groups, including through the sale of products manufactured by those undertakings, the purchase of production inputs from them or the conduct of any economic activity without access to the market.

In addition, the creation of the JV must not result in coordination of competitive behaviour between the parents, or between the parents and the JV. A JV that results in such coordination is generally regarded as a concerted practice and may require a separate antitrust clearance of the AMCU.

The full-functionality and non-coordination conditions may not exempt some new JVs if their formation involves the acquisition stages, as illustrated above.

The AMCU examines the legal form and separate steps of a transaction. Accordingly, one overall commercial arrangement may give rise to multiple notifiable concentrations where it comprises several legally distinct acquisitions of control or other separate notifiable events. A single transaction may therefore require multiple notifications depending on its structure. The assessment needs to be made on a case-by-case basis.

The filing fee is payable per each notifiable concentration.

No separate jurisdictional thresholds apply to foreign-to-foreign transactions. The thresholds may capture a transaction even where the target or joint venture has no Ukrainian sales or presence.

In particular, the thresholds may be met where one party has Ukrainian assets or turnover exceeding EUR 8 million and another party has worldwide turnover exceeding EUR 150 million; the Ukrainian nexus may be therefore met by the acquirer’s group rather than the target.

Following 2024 reform, the general rule according to which the controlling seller’s indicators should be attributed to the target is no longer in force. Under the current rules, however, this exception applies in limited circumstances. Namely, for the controlling seller’s indicators to be excluded from the assessment several criteria should be met at the same time. Namely, (i) the seller ceases to control the target after the transaction, and (ii) the target has no assets in Ukraine and no activities in Ukraine in the current financial year, and had no activities in Ukraine in the two last financial years.

Importantly, the term “activity” is not specified in the law and may be interpreted more broadly than turnover. Depending on the nature of the target business, a more detailed assessment may be warranted. In practice, a solid part of the foreign deals notified in Ukraine has no nexus on the target side.

Not applicable.

The AMCU clears a concentration unless it finds that the transaction may lead to monopolisation or a substantial restriction of competition in Ukraine or in a substantial part of Ukraine. The AMCU assesses the relevant product and geographic markets, the parties’ market shares, the extent of competitive overlap, market concentration, barriers to entry and expansion, countervailing buyer power, likely competitive constraints, and the potential effect of the transaction on market structure. It may consider horizontal, vertical, and conglomerate effects. The AMCU’s analytical practice broadly follows internationally recognised, including EU-style, principles for the assessment.

Where the AMCU identifies competition concerns in a Phase II investigation, it may clear the transaction subject to commitments designed to eliminate or mitigate those concerns. Under the current framework, the AMCU may impose remedies only in Phase II.

No separate substantive competition tests apply to particular industry sectors. However, sector-specific national security and policy considerations may affect the review indirectly, and require particular attention.

Transactions involving sanctioned entities or persons are prohibited and cannot be cleared by the AMCU. The AMCU therefore reviews the parties’ ownership structure, including links to sanctioned persons, during its merger review. However, the mere presence of a sanctioned entity within a group is not considered to be a blocking factor; there is a number of cases where such groups successfully passed the review.

National security aspects are not under the AMCU’s remit, but may affect the review, including of non-Ukrainian transactions. Ukraine does not yet have a standalone FDI regime; merger control has historically been one of the ways to screen transactions.

AMCU’s merger clearance does not cover ancillary restraints, including non-competes, non-solicitation, exclusivity or similar restrictive provisions.

Such restrictions may be treated as concerted practices requiring a separate antitrust clearance.

The reform to abolish this requirement is anticipated. Please see Question 36 for more details.

There is no statutory deadline for notifying a concentration in Ukraine. The parties must submit a notification and obtain the AMCU’s clearance before closing the transaction.

For tender, auction or similar competitive procedures, specific rules may apply. A filing may generally be made before the relevant procedure begins and, in certain cases, may be submitted within 30 days after the winner has been declared.

A notification may be filed at any time before completion of a notifiable concentration; Ukrainian law does not impose a fixed filing deadline or require the parties to wait until execution of a binding transaction agreement.

Accordingly, submission of a notification prior to signing of a binding document is possible where the parties can provide a document setting out the proposed transaction in sufficient detail. This may include a letter of intent, a memorandum of understanding, a draft agreement, or any other document evidencing the parties’ intention to proceed with the transaction and describing the parties, the transaction structure, and its essential terms.

There is no pre-notification discussions stage. Instead, Ukrainian merger control regime provides for a 15-day preliminary review stage (which is part of Phase I review). Please see Questions 19-20 below.

The basic timetable for the AMCU’s review is as follows:

• Phase I “pre-review” period (15 calendar days after submission): During this stage, the AMCU assesses whether the notification is complete. By the end of this period, the AMCU must either accept the notification for substantive review or reject it as incomplete.
• Phase I substantive review (up to 10 calendar days in fast-track procedure or up to 30 calendar days in standard procedure): During this stage, the AMCU conducts its substantive assessment. By the end of this period, the AMCU must either grant clearance or, if there are substantive competition concerns, open Phase II. If no decision is adopted within the applicable timeframe, the concentration is deemed cleared by tacit consent. In practice, however, the AMCU never lets the review period lapse without a written decision.
• Phase II (up to 3 months after parties provide all the requested information and documents): It is initiated only where substantive competition concerns are identified by the AMCU. During this stage, the AMCU carries out a detailed assessment of the transaction. By the end of this period, the AMCU must either grant clearance (conditional or unconditional) or prohibit the transaction. If no decision is adopted within the applicable timeframe, the concentration is deemed cleared by tacit consent. In practice, however, the AMCU never lets the Phase II review period lapse without a written decision either.

During Phase I “pre-review” period (15 calendar days after submission) the AMCU may reject the filing if it considers it incomplete. In such case, the parties would need to provide the additional information and documents identified by the AMCU as missing and submit a new filing. This would restart the 15-calendar day “pre-review” period from the date of submission of the new (supplemented) filing.

During Phase I substantive review (up to calendar 10 days in fast-track procedure or up to 30 calendar days in standard procedure) the AMCU has no mechanism to extended, reset or frozen the timeline.

During Phase II (up to 3 months after parties provide all the requested information and documents) the AMCU may affect the timeline in the following ways:

• Issue an additional request for information – this would restart the 3-month review period from the date on which the parties submit their responses to the request.
• Initiate expert examination – this would restart the 3-month review period from the date on which the AMCU receives the expert’s opinion.
• Freeze the review if it considers that the case cannot be decided until another related matter is resolved. The review would resume once the circumstances giving rise to the freeze have been resolved.
• Issue the statement of objections, where the AMCU would identify its competition concerns and invite the parties to submit comments and propose remedies to address those concerns. The parties would then have up to 30 calendar days (extendable by an additional 30 business days), to provide their comments and propose remedies. Once the parties have submitted their comments and proposed remedies, the AMCU has up to calendar 30 days to issue its final decision, either clearing or prohibiting the transaction.
• Discontinue the review and close the case if, for example, the parties fail to provide information requested by the AMCU and the absence of such information prevents the AMCU from continuing its review. There are also other grounds for discontinuing and closing the case, including the liquidation of one of the parties or a request by one of the parties. In such case, if the parties wish to pursue clearance, they would need to submit a new merger filing, which would restart the process from Phase I, including the 15-calendar day “pre-review” period.

Phase I “pre-review” period cannot be shortened.

During Phase I substantive review, the AMCU may issue clearance at any time during the applicable review period. In practice, however, the AMCU tends to issue clearance toward the end of the statutory period, at the AMCU’s last panel meeting before the relevant deadline. The parties may formally request that the AMCU to expedite the review, although whether such a request can be accommodated usually depends on the AMCU’s workload and its ability to place the case on an earlier meeting agenda. To improve the prospects of an expedition request, it is advisable to provide a detailed explanation of why earlier clearance is required and the potential negative consequences for the parties if clearance is delayed beyond the preferred date.

The same generally applies to Phase II: the AMCU may issue clearance at any time during the applicable review period, and the statutory period does not necessarily need to run until its final day. In practice, the timing of clearance depends on a number of factors, including the nature and complexity of the AMCU’s competition concerns, the need to obtain and assess input from third parties, and the AMCU’s overall workload. The parties may also request expedited treatment in Phase II, but the outcome of such a request will ultimately depend on the AMCU and the specific circumstances of the case. Importantly, following 2024 reform the parties have the right to offer commitments proactively at any stage of Phase II review, including before receiving the AMCU’s Statement of Objections (SO). This may facilitate a prompter completion of the review (see Question 31 for more details).

Where the transaction is structured as the acquisition of sole or joint control over an existing entity, the filing must be submitted jointly by the acquirer(s), on the one hand, and the target or controlling seller(s), on the other hand. Importantly, the joint filing obligation does not mean that both sides would be subject to a penalty for failure to obtain the required clearance. In acquisition cases, the AMCU imposes the relevant penalty only on the acquiring party(ies).

Where the transaction is structured as the establishment of a new JV, the filing must be submitted jointly by the parents of the JV. In such cases, each parent may be subject to a penalty for failure to obtain the required clearance.

For completeness, there is also a so-called “hostile takeover” procedure, under which the notification may be filed by only one party, with the AMCU subsequently requesting the relevant information from the other party directly. Closing a transaction under this procedure without obtaining the required clearance would expose the acquirer to the risk of a penalty.

The Merger Regulation provides for short form and full-form notifications for fast-track and standard review procedures, respectively.

Short-form notification applies where only one party is active in Ukraine or the parties combined shares do not exceed 15% in the relevant markets and 20% on vertically related markets (in practice, however, even where the criteria for a fast-track procedure are formally met, the AMCU may decide to review the notification under the standard procedure at its own discretion). Such notification must include:

• information on transaction structure and timeline;
• information on clearances sought or obtained in other jurisdictions;
• information on sources of financing, including description of terms and conditions if the external financing is used;
• parties’ worldwide and Ukrainian assets and turnover for the preceding financial year;
• ultimate beneficial ownership information;
• an overview of the parties’ activities globally and in Ukraine, including Ukrainian subsidiaries and companies active in Ukraine;
• value- and volume-based sales and market share data for relevant markets, including key competitors.

Full-form notifications require, in addition, a detailed economic analysis of the transaction’s effects on the Ukrainian market(s), broadly comparable to Form CO under the EU Merger Regulation, and certain other mostly technical information.

For both types of notification, the parties must also provide a USB flash drive containing electronic copies of the notification and all accompanying documents.

During its review, the AMCU may request virtually any additional information it considers relevant for its assessment of the transaction.

A short-form notification must be accompanied by:

• copies or drafts of the transaction documents (e.g., share purchase agreement, memorandum of understanding);
• documents evidencing the financing, such as (i) evidence of sufficient own funds (e.g., balance sheet), or (ii) financing documents confirming the principal terms of external financing and that the lender will not acquire control over the relevant party;
• notarized and apostilled/legalized powers of attorney from each notifying party;
• notarized and apostilled/legalized evidence that the persons signing the powers of attorney are duly authorized to do so.

Full-form notifications require, in addition:

• notarized and apostilled/legalized excerpts from registers or certificates of incorporation of each notifying party and the target (regardless of whether the latter is a notifying party);
• for individuals – notifying parties, notarized and apostilled/legalized copies of the passports or other identification documents;
• copies of the constitutional documents of unions or associations of which the parties are members.

All documents must be valid and up to date. Documents in foreign languages must be accompanied by Ukrainian translations.

The notification must be signed by the notifying parties or their duly authorized representatives.

The filing fee is UAH 42,500.

The AMCU is not required to make a public announcement that a notification has been filed and generally does not do so, except in certain exceptional circumstances (e.g., where the transaction is of particular significance to Ukraine or there are other circumstances surrounding the filing or the transaction that the AMCU considers necessary to disclose).

The AMCU normally invites the views of third parties during Phase II. These may include customers, competitors, trade associations, consumer organisations, and relevant state authorities. The AMCU may request such third parties to provide any information and documents that it considers necessary for its substantive assessment of the transaction and its potential impact on the relevant market(s). The AMCU also typically market-tests any remedies proposed by the parties in the course of Phase II.

There is no formal procedure for inviting third-party views during Phase I, and the AMCU generally does not consult third parties at this stage, as transactions cleared in Phase I typically do not raise competition concerns. Nevertheless, there have been a few instances where the AMCU has sought the views of third parties during Phase I, for example, where it was considering whether to initiate Phase II proceedings.

The AMCU usually publishes the following information on its website:

• Announcement of the agenda for the panel meeting at which the AMCU plans to clear the transaction. This announcement usually includes the names of the filing parties and a brief description of the transaction (e.g., “acquisition by A of control over B”).
• Announcement following the panel meeting listing the transactions cleared at that meeting. This announcement usually contains the same information, i.e., the names of the parties and a brief description of the transaction.
• Non-confidential version of the clearance decision, which the AMCU publishes within 10 business days after the clearance decision is adopted. Before publication, the parties may request that the AMCU provide them with a draft of the decision so that they can identify information that should be treated as confidential.
• Non-confidential version of decisions finding violations of competition law, including merger control violations, which the AMCU publishes within 10 business days after the decision is adopted. As with clearance decisions, the parties may request a draft of the decision before publication to identify confidential information.
• Notice of initiation of Phase II, if applicable, which the AMCU publishes within 10 business days. It usually contains a brief description of the case and, where relevant, information on the affected markets. Additional information may be published during Phase II. For example, where remedies are being considered, the AMCU will typically conduct a market test by publishing the proposed remedies on its website and inviting comments from interested third parties.

There is no established procedure under which the parties’ notification, supporting documents or other submissions (such as responses to information requests) are routinely published or made available to third parties during the review of a merger filing. Nevertheless, third parties may, in certain circumstances, use available procedural mechanisms to request access to relevant case materials, and the AMCU may grant such access. In such cases, the AMCU would generally provide third parties only with non-confidential versions of the relevant documents.

The parties may request confidential treatment of information contained in the notification and other submissions. Confidential information is not disclosed to third parties.

The AMCU’s cooperation with foreign competition authorities is primarily conducted under bilateral treaties. Ukraine has concluded such agreements with a number of jurisdictions, including the European Union, Bulgaria, Hungary, Latvia, Lithuania, and Slovakia. In 2023, the AMCU also entered into the Memorandum on Regional Cooperation with 10 competition authorities of Central and Eastern Europe.

These cooperation arrangements enable the AMCU to exchange information and experience with foreign competition authorities in relation to ongoing and completed cases and to engage in broader cooperation on competition policy and law, including initiatives aimed at developing and improving competition legislation.

In addition, the AMCU maintains relations with a number of international organisations active in the field of competition law and policy, including the Organisation for Economic Co-operation and Development (OECD), the United Nations Conference on Trade and Development (UNCTAD) and the International Competition Network (ICN).

There is no formal requirement for the AMCU to obtain a waiver from the relevant party before sharing its confidential information with another competition authority. However, in practice, the AMCU generally requests such waivers. In any event, the law permits the AMCU to disclose information to a foreign competition authority only if the recipient authority uses the information exclusively for the performance of its statutory functions and ensures that it remains confidential and is not disclosed or otherwise disseminated without authorisation.

Remedies imposed by the AMCU may be:

• Structural remedies – requiring the divestment of certain assets or businesses, or otherwise modifying the structure of the transaction.
• Behavioural remedies – regulating the parties’ conduct following completion of the concentration.
• Hybrid remedies – combining elements of both structural and behavioural remedies.

The AMCU will also typically require the parties to report periodically on their compliance with the remedies for a specified period following the adoption of the clearance decision.

Based on publicly available information, over the past ten years the AMCU has imposed structural or hybrid remedies in only two known cases. In more than 30 other known cases, the AMCU has accepted the behavioural remedies.

In the known cases involving structural remedies, the AMCU did not require an upfront buyer, i.e., it did not require that the parties refrain from closing their transaction until they have signed a binding agreement for the sale of the divestment to a third party. Nor did the AMCU require third-party purchasers of the divested businesses to be approved by the authority as suitable purchasers.

Remedies are usually offered in response to the AMCU’s SO The SO is generally issued towards the end of Phase II and sets out the AMCU’s identified competition concerns and invites the parties to propose remedies addressing those concerns.

Following receipt of the SO, the parties have up to 30 calendar days to submit their proposed remedies and provide any other comments on the SO. This period may be extended by up to an additional 30 business days.

Once the parties have formally proposed remedies in response to the SO, the AMCU has up to 30 calendar days to adopt a decision either clearing the transaction subject to the proposed remedies or prohibiting the transaction. During this period, the AMCU will typically market-test the proposed remedies by publishing them on its website and inviting comments from interested third parties. The parties may also engage in consultations with the AMCU both before and after the remedies are proposed, including to discuss and refine potential remedies and seek alignment on their scope.

The law also allows the parties to offer remedies before the SO is issued. However, it does not establish a clear procedural mechanism for obtaining clearance on that basis. A formal reading of the law suggests that in this case the AMCU would still need to issue an SO, following which the parties would need to formally submit or confirm the remedies in response to the SO.

It is also potentially possible for the parties to propose remedies also during Phase I. However, the AMCU cannot grant clearance subject to remedies during Phase I. Accordingly, if the AMCU considers that remedies are necessary, it would need to initiate Phase II in order to assess and ultimately accept those remedies.

There have also been cases where the AMCU has taken into account remedies imposed or agreed in other jurisdictions and considered them sufficient to address the competition concerns identified in Ukraine. In such circumstances, the AMCU may decide not to impose separate Ukraine-specific remedies, or may incorporate or replicate the remedies adopted by another competition authority in its Ukrainian clearance decision. This is assessed on a case-by-case basis and does not automatically relieve the parties of the need to address the AMCU’s concerns or formally accept the relevant commitments in Ukraine.

Closing without clearance

Closing a notifiable transaction without clearance (i.e., whether due to failure to notify or late notification) constitutes a violation of Ukrainian merger control law. The law does not provide for any special treatment of foreign-to-foreign transactions in this respect.

The principal risk arising from such a violation is the imposition of a fine. The statutory maximum fine is capped at 5% of the infringing party’s worldwide turnover in the financial year preceding the year in which the fine is imposed. The infringing party is normally considered to be the direct acquirer/parents of the JV and, in certain cases, other group companies that participated in the transaction.

Theoretically, the fine may also be calculated by reference to the consolidated turnover of the entire corporate group to which the infringer belongs. However, the AMCU does not normally apply this approach in practice.

The AMCU has also adopted the Fining Guidelines that provide further guidance on determining the amount of the fine within the statutory maximum. In particular, they provide that the base amount of the fine for this type of violation may be up to 15% of the relevant undertaking’s turnover on the market(s) on which the concentration occurred in the financial year preceding the year in which the fine is imposed, where the transaction did not result in monopolisation or a significant restriction of competition, and up to 30% where it did.

The base amount may then be adjusted upwards or downwards depending on applicable mitigating or aggravating factors and other relevant circumstances.

In recent years, fines imposed for closing foreign-to-foreign transactions without, or prior to, obtaining AMCU’s clearance have generally ranged from approximately EUR 5,000 to EUR 650,000. The highest fine imposed to date for closing a concentration without the required clearance was approximately EUR 2.1 million and concerned a domestic transaction.

Breach of an AMCU prohibition or other decision

Closing a concentration that has been prohibited by the AMCU, or otherwise failing to comply with an applicable AMCU’s decision, may constitute a separate violation, namely failure to comply with an AMCU’s decision.

The statutory maximum fine for such a violation is higher than for closing without clearance and may reach 10% of the infringing undertaking’s worldwide turnover in the financial year preceding the year in which the fine is imposed. Under the Fining Guidelines, the base amount is determined using the same general methodology described above for closing without clearance.

There are no known cases, where the AMCU has imposed a fine specifically for closing a concentration that had previously been prohibited by the AMCU.

Other potential consequences

In addition to a fine, the following consequences may arise:

• reputational issues – the information about the imposed fine, identity of the parties, and non-confidential versions of the fining decisions are published on the authority’s website;
• possible complications with Ukrainian clearance of future transactions, as the authority may scrutinise these more actively;
• third party damages claims, where the compensation may be awarded in double the amount of the actual damages;
• invalidation/reversal of the transaction – although legally possible, this appears unlikely if the AMCU ultimately determines that the transaction did not result in monopolisation or a significant restriction of competition.

There is no criminal liability for violations of Ukrainian merger control law.

Practical steps where closing before clearance is contemplated

There is generally no safe harbour that allows the parties to avoid liability where a notifiable transaction is closed without, or before obtaining, the required AMCU’s clearance and the AMCU identifies the violation.

Where closing before clearance is unavoidable, the parties may nevertheless consider implementing a Ukraine carve-out or hold-separate arrangement (e.g., arrangements ensuring that the parties’ respective Ukrainian businesses continue to operate independently until AMCU’s clearance).

While such arrangements do not eliminate the underlying violation or provide immunity from a fine, they may potentially be considered by the AMCU as a mitigating circumstance when determining the amount of the fine.

Providing incomplete or misleading information in the notification or in response to the authority’s questions may result in a fine of up to 1% of the relevant party’s worldwide turnover in the financial year preceding the year in which the fine is imposed.

The AMCU may also reconsider its decision if it was based on materially incomplete or misleading information.

Decisions of the AMCU may be appealed to the commercial courts by the parties to the concentration and, where their rights or legitimate interests are affected, by third parties. An appeal must be filed within two months from receipt of the AMCU’s decision.

The applicable procedural time limits are up to 135 calendar days at first instance, 75 days on appeal, and 80 days at cassation. In practice, proceedings may take longer due to court workload, the complexity of the case, and the need to obtain or examine additional evidence.

Ukrainian merger control enforcement continues to recover during wartime, with foreign-to-foreign transactions remaining a significant part of the AMCU’s workload. The regime continues to have a broad extraterritorial reach, with no clear local-nexus requirement and notifications sometimes being required even where the transaction has only a limited connection to Ukraine.

Substantive intervention remains relatively limited, with most transactions cleared without an in-depth review. The AMCU’s substantive assessment continues to focus primarily on traditional competition concerns, particularly significant horizontal overlaps, while greater attention is also being paid to sensitive sectors and national security considerations.

At the same time, procedural enforcement has become more prominent. The AMCU increasingly scrutinises the accuracy and completeness of filings, including information on Ukrainian activities, control structures, and financing. Gun-jumping enforcement remains relatively moderate but may result in significant fines.

In July 2024, the AMCU proposed further amendments to Ukrainian competition law aimed at bringing the framework closer to EU standards. Key proposed changes include:

• Anticompetitive agreements: replacing the notification system for concerted practices with a self-assessment regime; providing for the automatic invalidity of prohibited anticompetitive agreements; introducing an EU-style de minimis exemption for agreements having an insignificant impact on competition.
• Abuse of dominance: clarifying the types of conduct that may constitute an abuse of a dominant position and introducing the concept of a superior bargaining position, together with liability for its abuse.
• Definitions: introducing or updating key concepts, including upstream and downstream markets.
• International cooperation: clarifying the rules governing information exchange with the European Commission and other competition authorities.
• Investigative powers: expanding the AMCU’s powers to summon individuals for interviews and to impose interim measures on its own initiative.
• Procedural enforcement: introducing periodic penalties, including daily fines for failure to comply with information requests.
• Successor liability: ensuring that liability for competition law infringements may transfer to successor entities following liquidation or reorganisation.

The draft law is under parliamentary review and may come into force in 2026-2027.