The Ukrainian Merger Control Rules
The Ukrainian merger filing requirement becomes mandatory for those transactions that constitute a "concentration" and the parties thereto exceed the following thresholds.
- the aggregate worldwide value of assets or sales for all parties to the concentration, including related entities, exceeds EUR 12 million
- the aggregate worldwide value of assets or sales for each of at least two of the parties to the concentration, including related entities, exceeds EUR 1 million
- the value of assets or sales in Ukraine of at least one party to the concentration, including related entities, exceeds EUR 1 million
Market share thresholds
The Ukrainian merger filing requirement is also mandatory for any concentration, if the market share of any one party thereto (or their combined market share) on any product market in Ukraine exceeds 35%, and the concentration takes place on the same or the neighboring product market.
What amounts to a "concentration"?
Under the Ukrainian competition laws, a “concentration” is considered to occur when:
- one (or more) undertaking(s) directly/indirectly, when combined with all of its prior interest, acquirers a 25% and/or 50% threshold of votes in the target undertaking's highest body
- two or more undertakings establish a fully functional independent undertaking/joint venture (the establishment of a non-fully functional joint venture can also be considered as a concerted practice, which, in turn, equally requires regulatory approval in Ukraine)
- one (or more) undertaking(s) directly/indirectly acquires integral property complex or a structural subdivision of an undertaking (i.e. assets as a going concern)
- other types of transactions amount to a “concentration”
In case you need any specific advice on frequently asked questions please do not hesitate to contact Maksym Nazarenko.
- carve-out solutions
- de minimis exception
- effects doctrine
- fines and other sanctions in case of failure to notify, including the risks of invalidity of transaction documents
- information and documents needed for the preparation of the filing
- statutory exemptions
- the risks of detection and prosecution of qualified foreign-to-foreign transactions
- timing of review