Merger Control and Unfair Competition in Ukraine

Mergers, acquisitions and the creation of joint ventures may require prior clearance from the Antimonopoly Committee of Ukraine (AMCU). The assessment covers whether the transaction is a concentration, whether the financial thresholds are exceeded and whether statutory exceptions apply. Companies must also comply with the rules against unfair competition when entering and operating in the market.

This material is intended for Ukrainian and foreign investors, company executives, in-house legal teams and M&A advisers, as well as managers preparing for entry into the Ukrainian market or the launch of a new brand or product.

1. Powers of the AMCU

2. Transactions That Constitute a Concentration

3. Financial Thresholds for Merger Clearance

4. How to Obtain AMCU Clearance

5. Liability for Implementing a Concentration Without Clearance

6. Unfair Competition and Liability

Frequently Asked Questions

How DLF Can Help

1. Powers of the AMCU

AMCU is a state body with special status, subject to the oversight of the President of Ukraine and accountable to the Verkhovna Rada. Its powers include protecting economic competition, merger control, reviewing public procurement complaints and state aid oversight. Those powers are defined by the Law of Ukraine “On the Antimonopoly Committee of Ukraine”.

According to its Annual Report, AMCU processed 1,315 applications in the field of merger control in 2025.

2. Transactions That Constitute a Concentration

The Law of Ukraine “On Protection of Economic Competition” treats as a concentration, among other things, a merger and the acquisition of direct or indirect control over an undertaking, part of an undertaking or other assets. Control means the ability to exercise decisive influence over business activities.

The provisions on the acquisition of control expressly refer to acquisitions of shares or participatory interests that enable decisive influence, including reaching or exceeding 25% or 50% of the votes in the highest governing body. The assessment therefore considers both voting rights and the rights acquired by the purchaser.

Control may arise through rights to determine business conditions, issue binding instructions or determine the composition of governing bodies. The law also covers specified cases of overlapping management positions or the same individuals holding a majority of seats on supervisory or executive bodies of several undertakings.

Acquiring assets constituting a business as a whole or a structural unit, including by lease, finance lease or concession, may constitute a concentration. The creation by two or more undertakings of a joint venture that independently performs full-function business activities on a lasting basis also qualifies.

For the financial threshold calculation, multiple acquisitions of control within two years between the same undertakings are treated as one concentration if they affect or may affect the same or adjacent markets. The concentration is dated to the last transaction.

Transactions between undertakings linked by control do not constitute a concentration. This exception does not apply where that control was acquired without AMCU clearance when clearance was required.

Special statutory exceptions cover specified reorganisations of state defence-industry enterprises. During martial law, an exception also covers acquisitions by designated state entities of control over energy and housing-and-utilities undertakings to prevent emergencies or resolve supply disruptions.

During martial law and for 90 days after its termination or cancellation, an exception applies to concentrations between undertakings outside Ukraine aimed at developing and implementing technologies and producing military and dual-use goods in Ukraine. All conditions must be met:

• the ultimate recipients must fall exclusively within the statutory categories;
• the relevant technologies or goods must not be developed, implemented or produced in Ukraine, or production must be insufficient for national defence;
• the acquirer must operate in the specified markets for military products, services, technologies or dual-use goods.

3. Financial Thresholds for Merger Clearance

If the transaction is a concentration and no exception applies, clearance is required where either of two alternative sets of thresholds is met. Conditions A and B within each alternative must be met together, taking control relationships into account.

The financial figure is the greater of two amounts for the last financial year before the filing year: total asset value on the last day of that year or total turnover for the year. Turnover excludes VAT, excise tax and other turnover-based taxes and levies. Figures are converted to euros at the official exchange rate of the National Bank of Ukraine (NBU) on the last day of the relevant financial year.

For a group, the calculation includes all entities linked by control and excludes intragroup sales. The EUR 150 million threshold is based on worldwide turnover only.

For banks, both the asset figure and turnover for these calculations are set at one-tenth of the bank’s asset value. For insurers, the asset figure is net assets, while turnover is income from insurance activities as determined under insurance legislation.

If the target, including its controlled entities, directly or indirectly has no assets in Ukraine and has not carried on business there during the last two financial years and the current year, the calculation excludes the figures of undertakings or parts of undertakings whose control relationships end as a result of the concentration.

AMCU cannot grant clearance for a concentration prohibited under the Law of Ukraine “On Sanctions”.

4. How to Obtain AMCU Clearance

The Regulation on the Procedure for Reviewing Concentration Applications and Cases sets out the detailed procedure. Each period runs from its specified starting event.

The simplified procedure applies if only one participant operates in Ukraine, or if two conditions are met together: the participants’ combined share of the market concerned does not exceed 15%, and their individual or combined shares in upstream or downstream markets do not exceed 20%. AMCU may move to the standard procedure if further examination is needed.

If AMCU does not open an in-depth case within the standard or simplified review period, clearance is deemed granted, provided that the concentration is not prohibited under sanctions legislation.

An in-depth review is opened where there are grounds to prohibit the concentration. Information requested when the case is opened must be submitted within 30 calendar days of receiving the request. The period may be extended once on written request. If complete information is not submitted and no extension is granted, the case is closed without a decision on the merits.

The case and its review period are suspended for an expert examination or where review of the concentration requires resolution of a related case by AMCU or a court, or a related issue by a state body. AMCU formalises the suspension and resumption by order.

After receiving the statement of preliminary findings in the merger case, the participants may, within 30 days, propose commitments aimed at eliminating the merger’s adverse effects on competition. This period may be extended once by no more than 30 working days. A decision must be adopted within 30 calendar days after receipt of the proposals. The transaction timetable also depends on information requests, expert examinations and the consideration of commitments.

5. Liability for Implementing a Concentration Without Clearance

A concentration requiring clearance must not be implemented before clearance is granted or deemed granted by law. During the waiting period, the participants must refrain from measures that may restrict competition and prevent restoration of the original position. Transferring shares or assets or exercising control rights before clearance may breach that prohibition. Signing an agreement that defers the transfer of control or assets until clearance is obtained does not implement the concentration.

Implementing a concentration without mandatory clearance, known as gun-jumping, is a separate infringement that does not require proof of harm to competition. The fine may reach 5% of revenue from sales of products, goods, works and services in the last reporting year before the year of imposition. For a group, the calculation uses the aggregate revenue of the persons on whom the fine is imposed under the statutory rules.

The fine calculation procedure provides for a reduction in the base fine if the participants apply for clearance before infringement proceedings begin. This does not remove liability. If a company discovers that it has implemented a concentration without mandatory clearance, it should assess the possibility of promptly submitting an application.

6. Unfair Competition and Liability

The Law of Ukraine “On Protection Against Unfair Competition” prohibits competitive conduct that conflicts with trade and other honest commercial practices. AMCU reviews cases concerning such infringements. Injured parties may bring court claims for damages, and AMCU decisions may also be challenged in court.

Prohibited practices include:

• Unauthorised use of distinguishing features. Using names, trademarks, advertising materials, packaging or other distinguishing features without the consent of a prior user, where this has caused or may cause confusion with that user’s activities.
• Copying a product’s appearance. For products not protected as intellectual property, the prohibition covers copying their appearance and marketing the copy without clearly identifying its manufacturer, where this may cause confusion with another undertaking’s activities. An exception applies to appearance dictated solely by functional use.
• Discrediting a competitor. Disseminating false, inaccurate or incomplete information about an undertaking or its goods that has harmed or could harm its business reputation.
• Disseminating misleading information. Providing incomplete, inaccurate or false information, including by omitting facts or using unclear wording, where it has influenced or may influence decisions to buy or sell goods, works or services. This includes advertising.
• Infringements involving trade secrets. Unlawful collection, disclosure or inducement to disclose is prohibited where it has caused or could cause harm to an undertaking. The law also prohibits using unlawfully obtained trade secrets in production, planning or business activities without the consent of the person entitled to give it.

The maximum fine for unfair competition is 5% of sales revenue in the last reporting year before the year of imposition. If there is no revenue, or the respondent fails to provide revenue information requested by AMCU, the fine may reach 10,000 times the statutory tax-free minimum income for individuals.

An application to AMCU must be filed within six months of the date on which the applicant became, or should have become, aware of the infringement of its rights. A missed deadline may be restored for valid reasons. The limitation period for imposing liability is three years from the infringement or the end of a continuing infringement; it is suspended while AMCU reviews the case.

Before launching a brand or product, businesses should review advertising claims, distinguishing features and packaging, as well as public statements about competitors. When recruiting staff from other companies, they should check compliance with confidentiality obligations and prevent misuse of another business’s trade secrets.

Frequently Asked Questions

When Does a Transaction in Ukraine Require AMCU Clearance?

Clearance is required if the transaction is a concentration, no exception applies and either of the two alternative sets of thresholds is met. The first alternative combines a worldwide financial figure over EUR 30 million with Ukrainian figures over EUR 4 million for each of at least two participants. The second combines a Ukrainian figure over EUR 8 million for one participant with worldwide turnover over EUR 150 million for another.

Is It Enough to Check Turnover Alone?

No. The financial figure is the greater of assets and turnover, taking the group calculation rules into account. The EUR 150 million threshold, however, is based on worldwide turnover only. Special calculation rules apply to banks and insurers.

Can the Transaction Be Completed While AMCU Reviews the Application?

No, if clearance is required. The concentration must not be implemented before clearance is granted or deemed granted by law. If an agreement defers the transfer of control or assets until clearance is obtained, signing it does not effect that transfer.

How Long Does It Take to Obtain AMCU Clearance?

The simplified procedure takes 25 days from receipt of the application. The standard procedure allows 15 calendar days for acceptance and 30 days after acceptance. An in-depth review lasts up to three months from submission of complete information and receipt of an expert opinion, if ordered. Information requests, suspensions and commitment proposals affect the overall duration.

Can Misleading Advertising Constitute Unfair Competition?

Yes. The prohibition covers incomplete, inaccurate or false information that has influenced or may influence decisions to buy or sell goods, works or services. An application to AMCU is subject to a six-month period from the date on which the applicant became, or should have become, aware of the infringement of its rights.

Does the Absence of Competitive Harm Remove Liability for Closing Without Clearance?

No. Liability arises from implementing a concentration without mandatory clearance. Subsequent clearance does not eliminate the infringement already committed. Filing before infringement proceedings begin is a ground for reducing the base fine under the fine calculation rules.

How DLF Can Help

DLF attorneys-at-law assists foreign companies and investors with business acquisitions and entry into the Ukrainian market: from reviewing ownership structures, conducting due diligence and sanctions screening to assessing AMCU clearance requirements, preparing applications, representing parties during review and implementing clearance conditions. The firm also reviews advertising, product presentation and the use of commercial information for unfair competition risks. Relevant practice areas are Antitrust and Competition Law and Corporate Law / M&A.

Igor Dykunskyy, LL.M., Partner and Attorney-at-law, DLF attorneys-at-law.

Contact: +380 44 384 24 54, [email protected].

This material is intended for general information only. The application of the approaches described depends on the circumstances of the specific situation and requires a separate legal assessment.