Ukraine: competition work defined by regulatory, cross-border and public law

What are the key developments in the past year in merger control in your jurisdiction?

Wartime realities have significantly transformed competition enforcement in Ukraine, including merger control procedures. Much of today’s competition law work in Ukraine is defined by regulatory, cross-border, and public law elements. Growth areas include defence and military-tech, privatisation of strategic assets, striker control over infrastructure and socially important markets, including pharma and dairy products.

Ukraine does not have special foreign direct investment (FDI) or national security review procedures. These tasks are part of the country’s merger control procedure.

Despite the absence of significant legislative changes, the Anti-monopoly Commission of Ukraine (AMCU) has been actively aligning its merger control procedures with EU competition law and policy. In particular, references to European Commission decisions – especially regarding market definition and the assessment of competition effects – are becoming increasingly common in the AMCU’s practice.

Among the ACMU’s most significant decisions is NEQSOL Holding’s privatisation of UMCC Titanium – Europe’s largest producer of titanium and zirconium ores and one of the world’s leading suppliers of titanium raw materials. This landmark transaction is the first large-scale privatisation completed under martial law in Ukraine and marks a significant step toward attracting strategic foreign investment into the Ukrainian mining sector during wartime. Due to the strategic nature of the assets and the targets’ strong positions in titanium markets, the transaction was subject to Phase II merger review. The review required detailed market analysis, including sensitive defence-linked supply chains and complex geographic segmentation of titanium products.

Another significant decision is clearance of joint venture between UDI – Ukraine’s largest state-owned defence holding and Thales – one of the world’s leading defence technology companies. The transaction posed unique challenges due to the volume of classified information and defence sensitivities, limiting the ability to fully disclose relevant details during the merger review process. The joint company will serve as a platform for technological cooperation in Ukraine. This landmark project is expected to significantly enhance Ukraine’s defence capabilities, while also enabling the transfer of strategic know-how to Ukrainian industry.

Have there been any developments that impact how you advise clients about merger clearance?

The statutory framework for merger control in Ukraine has remained stable, but the way it is enforced continues to evolve. Unlike many other jurisdictions, there is no pre-notification process and no option for electronic filing. All filings must be prepared in paper form and submitted as complete and robust packages from the outset. In practice, the AMCU frequently uses the initial 15-day period available for preliminary review to reject a filing, often as a way of giving itself more time to analyse the materials. If a filing is rejected within that period, the parties are free to re-submit, but the 45-day review clock for the standard procedure will restart. This makes it important for companies to build additional time buffers into their deal planning.

Once a filing has been accepted, the AMCU generally respects the statutory deadlines. That said, in more complex or strategically sensitive cases, the authority will often request additional information from the parties. Preparing to address such requests quickly and comprehensively helps to avoid unnecessary extensions to the process.

From a substantive perspective, the AMCU now places much more weight on economic evidence and quantitative data than in the past. Filings are expected to include clear analysis of market structures, competitive dynamics and possible effects of the transaction. Since the start of the war, the authority has also introduced a much more rigorous focus on sanctions compliance. Parties are expected to confirm whether any of their ultimate controllers have links to Russia or Belarus, and to explain the scope and nature of such activities if they exist. This review has become a standard part of the process and can directly affect timing and outcomes.

In international transactions, the AMCU typically asks parties about the status of the deal in other jurisdictions and whether concerns have been raised elsewhere. However, it very rarely engages in direct dialogue or coordination with foreign competition authorities, so the burden of ensuring consistency across jurisdictions falls largely on the parties and their advisers.

As to communication during the review, the process is still primarily formal, relying on written submissions and official requests. At the same time, case teams are generally approachable, and it is possible to arrange calls or working meetings to clarify issues. In particularly sensitive or strategically important cases, matters are often escalated to senior AMCU management, which can help resolve complex questions and provide greater certainty for the parties.

Taken together, these features mean that while the Ukrainian merger control regime remains relatively predictable once a filing is formally accepted, companies need to plan carefully for the practical challenges. Building strong, evidence-based submissions, anticipating the AMCU’s focus on sanctions and sensitive sectors, and factoring in the possibility of preliminary rejection are all critical to keeping deal timelines on track.

Do recent cases or settlements suggest any changes in merger enforcement priorities in your jurisdiction?

Merger enforcement priorities in Ukraine today are shaped less by changes in the law than by the realities of wartime. The AMCU continues to apply the established statutory framework, but its approach reflects both competition policy and broader national interests.

In the defence sector, the authority has shown a consistently constructive and pragmatic stance. Recognising the strategic importance of these transactions, reviews are often handled swiftly and with a high degree of predictability. For businesses operating in this space, clearance tends to be more straightforward than in many other industries, as the overriding priority is to ensure the continuity of supply and the strengthening of Ukraine’s defence capabilities.

At the same time, transactions in other sectors can face closer examination. Consolidation in areas such as telecom, energy, logistics and key raw materials usually triggers more detailed scrutiny, with the authority focusing on potential impacts on consumers, access to infrastructure and competition in procurement-driven markets. The AMCU now expects filings in such industries to include robust economic evidence and clear data analysis to substantiate that no material harm to competition will result.

A further notable trend is the integration of sanctions compliance into the review process. Parties are expected to disclose whether any of their ultimate controllers have ties to Russia or Belarus and to explain the scale and nature of such involvement. While this is not an additional legal test under merger control rules, it has become a standard part of the assessment and may influence the depth and timing of the authority’s analysis.

Although political intervention in the narrow sense is rare, public interest considerations clearly shape enforcement. Transactions that are essential for national security or the stability of critical infrastructure are facilitated, while those with possible sanctions exposure are assessed more cautiously. This balance reflects the AMCU’s dual role: safeguarding competition while supporting the country’s resilience under extraordinary conditions.

For companies, the practical implication is that merger clearance in Ukraine remains achievable and generally predictable, but the process depends heavily on the sector and the ownership structure of the parties. Defence-related deals often progress smoothly and quickly, while consolidation in concentrated markets demands stronger evidence and engagement. Full transparency on sanctions issues has become indispensable. Preparing comprehensive, data-backed filings and anticipating the authority’s questions remain the most effective strategies for securing timely clearance.

Are there any trends in merger challenges, settlements or remedies that have emerged over the past year? Any notable deals that have been blocked or cleared subject to conditions?

In recent years, the AMCU has not prohibited any mergers. Where serious concerns arise, parties usually prefer to withdraw their notification rather than risk a formal prohibition. As a result, prohibitions are absent from Ukrainian practice, and conditional approvals are relatively uncommon.

When remedies are required, they have become more evidence-driven and must be clearly tied to the concerns identified by the authority. In practice, the AMCU relies most often on behavioural undertakings such as non-discrimination and access obligations, supply commitments, or information ‘firewalls’. Structural remedies are less typical, but may be required where no behavioural solution would be effective. The authority has not become more demanding in scope, but it has become stricter about ensuring that commitments offered are workable and enforceable.

The most visible recent example remains the CRH/Dyckerhoff case, where clearance was granted subject to structural remedies. That decision was challenged by a third party: a lower court initially overturned it, but the Supreme Court reinstated the AMCU’s approval. Although the remedies in that case were debated, the court ultimately confirmed the authority’s approach. This was a rare instance of judicial review of a conditional clearance and should not be seen as establishing a wider trend. What it did confirm is that conditional approvals are a legitimate enforcement tool in Ukraine and that, once granted, they can withstand judicial scrutiny.

Overall, the system remains one where prohibitions do not occur and remedies are the exception rather than the rule. For businesses, this means that clearance is generally achievable, though in the few cases where remedies are required, they should be tailored carefully to the identified competition concerns and supported by solid evidence.

Have the authorities released any key studies or guidelines or announced other significant changes that impact merger control in your jurisdiction in the past year?

Over the past year, there have been no fundamental reforms of Ukraine’s merger control regime. The statutory thresholds and filing process remain the same, and no new substantive guidelines on merger assessment have been adopted. However, the AMCU has issued several important clarifications and recommendations that shape practice and are directly relevant for companies considering transactions in Ukraine.

In November 2024, the authority adopted recommendations on the publication of decisions in merger and concerted practice cases. This clarified how confidentiality should be handled in public versions of decisions, standardised how sensitive data such as market shares are presented (e.g. in ranges), and introduced a short preview period for parties to flag confidential information before publication. For merging parties, this means more predictability on what will become public and when, and it highlights the importance of preparing confidentiality markings in advance.

Earlier, in February 2024, the AMCU issued guidance at the request of the State Property Fund on how merger control thresholds apply to privatisation deals. It confirmed that if any one of the benchmarks (target assets, Ukrainian turnover, or purchase price) exceeds €4 million, clearance is required in addition to meeting the general merger thresholds. This is particularly relevant for investors in ongoing privatisations, and it underscores the need to plan for merger approval even where only one financial indicator is exceeded. The AMCU also reminded that closing without clearance can result in fines of up to 5 per cent of the company’s turnover.

Beyond these recommendations, the ACMU has begun to publish more detailed information on cases under review, which increases transparency for stakeholders and competitors. At the same time, draft legislation is under discussion that would clarify who bears liability for unnotified concentrations, refine the calculation of turnover for threshold purposes, and ensure that a series of linked transactions within two years is treated as a single concentration. While these proposals have not yet been adopted, they indicate the direction of future practice and should be kept in mind by companies structuring multi-stage deals.

Taken together, these developments do not alter the core merger control framework but they do improve transparency and provide greater clarity for businesses. For companies, the key practical implications are to prepare carefully for the disclosure of information in public decisions, to assess privatisation bids against both general and special thresholds, and to anticipate more formalisation of filing requirements once legislative proposals move forward.

Do you expect any significant changes to merger control rules? How could that change your client advocacy before the authorities? What changes would you like to see implemented in your jurisdiction?

The current framework for merger control in Ukraine is stable, but further reforms are expected in the coming years as part of the broader alignment with EU competition law. A new round of amendments to the Law of Ukraine ‘On Protection of Economic Competition’ is anticipated in 2026–2027.

One of the most meaningful changes under discussion is the cancellation of mandatory notifications for concerted practices. This would have a direct effect on deal planning: many transactions include ancillary restraints such as non-compete or non-solicitation clauses, which today require a separate filing in addition to the merger notification. Although the AMCU tends to review such filings together, they are still treated as two distinct procedures. Removing the obligation to notify routine ancillary restraints would simplify the process, reduce costs and align Ukraine more closely with the EU model of self-assessment.

Ukraine’s merger control regime is also expected to undergo significant change due to the potential introduction of an FDI screening mechanism. Under the relevant draft law, the AMCU will no longer be able to clear certain concentrations involving foreign investors without prior review or approval by the Ministry of Economy. This practice will add a national security dimension to transaction assessments, likely extending review timelines and increasing regulatory scrutiny of cross-border deals.

Another area where change is expected concerns remedies. At present, the AMCU relies primarily on behavioural undertakings, such as access obligations, supply commitments, or information firewalls. While this flexible approach has been effective in many cases, there is a growing expectation of clearer guidance on structural remedies – particularly divestitures – to provide more predictability for businesses. Moving towards a more structured and transparent remedies framework would bring Ukrainian practice closer to international standards and allow parties to anticipate acceptable solutions more effectively.

Digitalisation of the filing process also remains high on the agenda. Paper-based notifications are increasingly outdated, and an electronic filing system would streamline procedures and allow both the authority and the parties to focus more on substantive competition analysis rather than administrative formality.

For businesses, the most significant expected changes are the removal of duplicative filings for ancillary restraints, clearer and more predictable guidance on remedies (especially structural divestitures), and digitalisation of the process. Each of these reforms would make merger review in Ukraine more efficient, more transparent and more aligned with international practice, ultimately giving companies greater certainty when planning complex transactions.

The Inside Track

What should a prospective client consider when contemplating a complex, multi-jurisdictional transaction?

In complex multi-jurisdictional deals, consistency, timing, and transparency are decisive. Submissions across jurisdictions must be coherent and supported by strong data, while timelines should account not only for statutory review periods but also for seasonality and human factors: peak workload or holiday periods at the AMCU increase the risk of formal rejections at the 15-day stage. Mapping all thresholds early avoids surprises, and clear disclosure on ownership and sanctions exposure prevents delays. A deep understanding of the parties’ industry, their specific business models, and a well-established working relationship with the competition authority all help anticipate concerns and secure a smoother, more predictable review.

In your experience, what makes a difference in obtaining clearance quickly?

Speed in obtaining clearance depends on preparation, quality, and engagement. Well-prepared filings with consistent, comprehensive information and robust economic evidence minimise follow-up questions. Anticipating likely concerns and addressing them proactively makes the process smoother, as does early internal alignment to ensure prompt responses. It is also critical to understand the AMCU’s evolving practice and reasoning and not to underestimate the authority or attempt to conceal information. The AMCU now has ample tools to verify and cross-check data. In complex or sector-specific cases, engaging industry experts or economists can add credibility and accelerate clearance.

What merger control issues did you observe in the past year that surprised you?

The past year highlighted several shifts in Ukrainian merger control. Most notably, the AMCU has increasingly referred to EU practice when defining relevant markets and framing substantive assessments, explicitly citing European Commission precedents in its reasoning. Sanctions compliance and ownership transparency also became routine, even in straightforward cases. At the same time, fines for gun-jumping were dramatically increased, making timely and accurate filing essential. Remedies remain rare, but the CRH/Dyckerhoff case marked the first structural commitments challenged in court by a third party, confirming conditional clearances can attract judicial review.