Merger Control 2026: Ukraine

Introduction

The Antimonopoly Committee of Ukraine (AMCU) is the primary competition authority in Ukraine responsible for overseeing concentrations and issuing merger clearances. In certain exceptional circumstances, the Cabinet of Ministers of Ukraine may authorise a concentration that the AMCU has previously prohibited. This authorisation is contingent upon demonstrating that the transaction's positive impact on public interests significantly outweighs its potential negative effects on competition. However, this mechanism is designed as a narrow public-interest exception and does not operate as an alternative merger review procedure.

The Law of Ukraine on Protection of Economic Competition (the Competition Law) is the core legislative act that regulates merger control in Ukraine. It establishes the relevant legal framework and determines various aspects of concentrations. Notably, the Competition Law: (1) defines which transactions qualify as concentrations; (2) specifies the conditions under which a concentration requires clearance from the AMCU; (3) outlines the grounds for issuing merger clearance or prohibiting a concentration; and (4) establishes the general procedure for obtaining merger clearance from the AMCU.

The statutory framework governing concentrations is further elaborated through a number of secondary legal acts adopted by the AMCU that complement the Competition Law and provide practical guidance for evaluating specific issues arising in concentration cases, including:

1. the Concentration Regulation, which sets out the procedural requirements for merger filings and their consideration;
2. guidelines on the assessment of horizontal concentrations;
3. guidelines on the assessment of non-horizontal concentrations;
4. guidelines on joint ventures;
5. guidelines on fines;
6. guidelines on the concept of control; and
7. methodology for determining the monopoly (dominant) position of undertakings in the market

Article 22(2) of the Competition Law defines 'concentration' as follows:

1. the merger or accession of non-affiliated undertakings;
2. direct or indirect acquisition of control over the whole or parts of an undertaking or its assets, including without limitation: (1) the acquisition, lease, concession or any other form of use of an integrated property complex or a structural subdivision of an undertaking; (2) the conclusion of transactions for the acquisition of rights enabling the exercise of a decisive influence over an undertaking's economic activity; (3) the direct or indirect acquisition of ownership or use of shares conferring the ability to exercise decisive influence, including the attainment or exceeding of 25 per cent or 50 per cent of voting rights in the supreme management body of the relevant undertaking; and (4) the appointment or election to the position of head, deputy head of the supervisory board, management board or another supervisory or executive body of an undertaking of a person who already occupies one or more of these positions in other undertakings, or the creation of a situation in which more than half of the positions of members of the supervisory board, management board or other supervisory or executive bodies of two or more undertakings are occupied by the same persons; and
3. the establishment of a full-function joint venture.

The concept of 'control', the acquisition of which is the most common concentration type in Ukraine, is broadly interpreted. It occurs when an individual or entity exerts decisive influence over the commercial activities of an undertaking. This influence can stem, inter alia, from rights to use or dispose of assets, powers to determine the composition of governing bodies or make crucial business decisions, contractual mechanisms that enable one party to set business terms or issue binding instructions for another party, or the permanent duplication of key management positions. The Competition Law does not limit the forms of control. Undertakings affiliated by these control relationships are considered a single group of undertakings, including for assessing concentration notification thresholds.

A concentration is subject to obtaining merger clearance from the AMCU when the parties meet the following financial thresholds:

1. the combined worldwide value of assets or turnover of all concentration participants exceed €30 million, and at least two of them each have more than €4 million of assets or turnover in Ukraine; or
2. at least one concentration participant has over €8 million of assets or turnover in Ukraine, while another has turnover more than €150 million worldwide.

These figures are assessed at the level of the entire corporate group and are calculated based on the financial results of the previous financial year, applying the National Bank of Ukraine's exchange rate on the final day of that year.

Certain categories of transactions fall outside the scope of mandatory application for merger clearance, including: (1) transactions carried out between undertakings affiliated by relations of control (intra-group), provided that this control was acquired in compliance with the Competition Law; (2) the acquisition of shares (stocks, equity interests) by banks, financial institutions or other undertakings whose principal activity is carrying out financial transactions or transactions in securities solely for the purposes of subsequent resale; (3) the acquisition of control, including through the exercise of rights to manage or dispose of assets over an undertaking or part thereof by, inter alia, insolvency officers or public authorities.

For the period of martial law effective in Ukraine since 24 February 2022 the following additional categories of concentrations are exempt from the merger clearance requirement:

1. the acquisition by state-controlled enterprises of control over one or more undertakings or parts thereof operating in the energy sector or the housing and communal services sector, provided that the purpose of the acquisition is to prevent the occurrence of, or to eliminate the consequences of, emergency situations or critical disruptions in the supply of heat, electricity, energy, water supply, wastewater services or natural gas;
2. concentrations expressly provided for and on conditions set out by law and implemented for the purpose of strengthening Ukraine's defence capability and repelling the armed aggression of the Russian Federation, where these concentrations are carried out outside Ukraine and are aimed at the development, implementation or production in Ukraine of military or dual-use goods or technologies; and
3. transactions resulting from the compulsory seizure in Ukraine of property owned by the Russian Federation or its residents, provided that the seizure is carried out in accordance with the Law of Ukraine on the Basic Principles of Compulsory Seizure in Ukraine of Property Owned by the Russian Federation and its Residents.

Failure to obtain merger clearance may result in the AMCU imposing a fine of up to 5 per cent of the undertaking's global turnover. While post-factum clearance is an option, it does not release the purchaser from liability for gun-jumping. Notably, the Competition Law does not hold either the seller or the target liable.

YEAR IN REVIEW

The full-scale Russian invasion of Ukraine, which commenced on 24 February 2022, has significantly impacted the operational stability of state authorities, including the AMCU. Despite the ongoing intensive shelling, damage to energy infrastructure and nationwide power outages, and frequent air raid alerts, the AMCU has managed to maintain a steady concentration consideration process sticking to the statutory deadlines.

In 2025, the AMCU reviewed more than 650 concentration-related applications. Of these, a number of concentrations were cleared following the imposition of fines for carrying out transactions without prior AMCU approval, where the approval was required. During the same period, the AMCU also initiated more than 20 in-depth merger investigations, demonstrating continued reliance on detailed substantive review in complex or potentially problematic cases.

Among the most significant concentrations reviewed and approved by the AMCU in 2025 are the Walt Disney/fuboTV, a multi-jurisdictional concentration concerning streaming services and digital media, as well as the Ukrnafta/Alliance Holding (Shell) case dealing with the sale of Shell gas stations in Ukraine. In both cases the AMCU granted clearance, finding that the relevant concentrations do not lead to monopolisation or a substantial restriction of competition in the relevant Ukrainian markets.

During 2025 the AMCU also continued to consider cases involving concentrations implemented without prior clearance where such clearance was required. The authority adopted more than 65 decisions in gun-jumping cases, confirming its ongoing enforcement of the notification requirement. The largest fines were imposed on: (1) TB Fruit Capital LLC in the total amount of 39.1 million hryvnas for committing four concentrations without clearance; and (2) PJSC 'Karlivskyi Machine-Building Plant' in the total amount of 9.7 million hryvnas for acquiring certain assets that collectively constitute an integral property complex without clearance.

The merger control regime

Waiting periods and time frames

Once the application for merger clearance is filed by the parties with the AMCU, it undergoes a formal completeness check before being accepted for consideration. The duration of this stage is 15 days. If the filing complies with the formal requirements and the concentration is not prohibited under the sanctions legislation, the AMCU accepts the application for consideration. During this initial period, the parties can engage in consultations with the AMCU to clarify the scope of the information and documents required and to rectify any deficiencies in the filing. However, the decision to hold these consultations or return the application ultimately rests with the AMCU.

Once the application is accepted, the AMCU conducts a Phase I review within 30 days, following the standard procedure. The AMCU must grant merger clearance within this timeframe. If, during this period, the AMCU neither initiates an in-depth (Phase II) investigation nor makes a prohibition decision, the concentration is considered cleared. In such cases, the last day of the review period is treated as the date of clearance.

Certain concentrations that do not raise significant competition concerns may be reviewed under a fast-track procedure within 25 days following its submission to the AMCU. This procedure applies when:

1. only one party is active in Ukraine; or
2. the combined market shares of the parties on the relevant market do not exceed 15 per cent, and on adjacent markets of higher and lower levels, they do not exceed 20 per cent.

If, during the consideration period, the AMCU concludes that the proposed transaction may lead to monopolisation or a substantial restriction of competition on the relevant market, the AMCU initiates an in-depth (Phase II) investigation. The parties are notified accordingly and requested to submit additional information specified by the AMCU. The statutory time limit for the in-depth (Phase II) investigation is three months, which commences from the date on which the AMCU receives all requested information. If the AMCU does not adopt a decision within this period, the concentration is deemed to be authorised.

The in-depth investigation may be suspended if its outcome depends on the resolution of another related matter by the AMCU, commercial court, or another state body, or for the duration of an expert examination. In such cases, the procedural clock halts on the date of suspension and resumes only after the relevant circumstances have been resolved and the review has been formally resumed.

If the AMCU ultimately prohibits a concentration, the parties may, within 30 days of the prohibition decision, apply to the CMU for approval on public interest grounds under a separate procedure or challenge the respective decision in the commercial court within two months, or both.

Parties' ability to accelerate the review procedure; tender offers; hostile transactions

Save for the fast-track procedure available in cases that do not raise significant competition concerns, as mentioned above, the Competition Law does not offer any formal alternatives to expedite the concentration consideration by the AMCU. However, a practical way to streamline the process is for the parties to engage in consultations with the AMCU. These consultations help clarify the scope of the information and documents to be submitted and reduce the risk of the filing being returned or delayed due to formal deficiencies. However, it is up to the AMCU to decide whether to hold these consultations or return the filing.

Special procedural considerations apply in the context of hostile acquisitions. A hostile acquisition occurs when someone acquires control over an undertaking or its assets constituting integral property complex or structural subdivision, from individuals who do not control the acquiring undertaking, and the target refuses to provide the acquirer with the information needed for the AMCU to assess the transaction and issue a clearance. If during a hostile acquisition the target refuses to provide the requested documents or information necessary for the AMCU's consideration, the latter can, at the applicant's request, order that the information be submitted within a specified timeframe. Such request would be binding upon its recipient. However, if the required information is not provided, the application for merger clearance is left without consideration.

Third-party access to the file and rights to challenge mergers

Access to a concentration file is granted only after the AMCU initiates an in-depth (Phase II) review and formally opens the case. This file is confidential and restricted to the parties involved in the proceedings and formally recognised third parties. Access is limited to the extent necessary for their participation. Commercially sensitive information, trade secrets and other confidential data are not disclosed. Any information obtained during the review is solely for the purpose of that specific proceeding.

The AMCU can grant third-party status to undertakings whose rights or legitimate interests the concentration may significantly impact. This category typically includes competitors, suppliers, customers and consumer organisations where the transaction involves goods intended for final consumption. However, mere market activity, even on a large scale, does not automatically entitle an undertaking to this status. The applicant must provide specific and justified evidence demonstrating that the future decision could substantially and individually affect its rights or legitimate interests protected under the Competition Law.

The AMCU exercises its discretion in deciding whether to grant third-party status and records this decision in a procedural act. This decision can be challenged in court where the claimant would bear the burden of proof.

To challenge a clearance decision, the claimant must prove a genuine and specific impact on its rights or legally protected interests. Abstract or hypothetical concerns about potential market effects are insufficient.

Resolution of authorities' competition concerns, appeals and judicial review

Where a notified transaction raises competition concerns, these issues are typically addressed during an in-depth review. In such cases, the AMCU can compel the parties to accept specific commitments aimed at preventing or mitigating potential negative effects on competition. The scope and nature of these obligations depend on the market structure, the parties' positions and the risks identified during the substantive assessment.

The AMCU's decisions on concentrations can be challenged before the commercial courts within two months of adoption. Appeals may be filed by the notifying parties, as well as by third parties who can demonstrate that the contested decision directly affects their rights or legitimate interests. Generally, filing an appeal does not suspend the effect of the AMCU's decision unless interim relief is granted by the court. However, the AMCU may expressly determine that its decision remains in force notwithstanding the initiation of court proceedings or the judicial review of this decision, where this is necessary to protect public interests or to prevent negative or irreparable consequences for undertakings. Such a determination may be adopted either upon a party's request or on the AMCU's own initiative, provided that the court has not suspended the effect of the contested decision.

Also, the AMCU has the authority to review its own decisions in merger cases, either on its own initiative or upon application by an interested party. This review may be initiated, in particular, where: (1) the decision was adopted on the basis of inaccurate or unreliable information that led to an unlawful or unfounded outcome; (2) the AMCU was not aware of material circumstances that resulted in an unlawful or unfounded decision; and (3) the parties failed to comply with the requirements or commitments underlying the AMCU's decision to grant clearance for a concentration. Following the review, the AMCU may uphold or amend or revoke the decision or adopt a new decision. If the AMCU adopts a new decision prohibiting a concentration, the state registration of the undertaking created as a result of that concentration shall be cancelled by a commercial court upon a claim filed by the AMCU.

Effect of regulatory review

Merger control clearance primarily falls under the authority of the AMCU. However, in exceptional cases where the AMCU prohibits a concentration, the Cabinet of Ministers of Ukraine may authorise the transaction on public interest grounds if the anticipated public benefits outweigh the potential harm to competition.

A reportable concentration must not be completed, including may control be transferred or a business unit sold until clearance is granted or deemed granted due to the expiration of the statutory review period. Failure to comply with this requirement and closing a concentration would constitute gun-jumping and may result in fines.

If a concentration is carried out through competitive procedures like auctions, tenders, or other forms of bidding, the notification can be submitted either before the launch of the procedure or after it has been completed, but no later than 30 days from the announcement of the winner, unless a different rule is provided by law.

The AMCU has the right to review its own decisions, including merger clearances. In particular, decisions in concentration cases may be reviewed within the following statutory periods, depending on the applicable grounds:

1. within five years from the date of adoption of the decision, where the review is based on the fact that:

• material circumstances were unknown and could not have been known at the time of the decision;
• the decision was adopted on the basis of inaccurate or unreliable information; or
• a business entity failed to comply with the terms of a settlement agreement concerning the cessation of a violation and the elimination of its causes or consequences;

2. for the duration of the validity of the relevant decision, where:

• the parties to the concentration have failed to comply with the conditions or obligations that formed the basis for the decision of the AMCU granting clearance; or
• the circumstances on the basis of which the decision granting clearance for the concentration was adopted no longer exist; and

3. within three years from the date of adoption of the decision, unless otherwise provided by law, where the review is based on the existence of other grounds provided for by the laws of Ukraine.

During the review process, the AMCU may suspend the implementation of the contested decision and must notify the parties involved accordingly.

Other strategic considerations

Financial distress and insolvency (the failing firm concept)

Under the Guidelines on horizontal concentrations, the AMCU may take into account the financial distress of one of the parties as a countervailing factor when assessing a concentration. This approach is based on the premise that, in certain circumstances, a transaction involving a failing undertaking may be less harmful to competition than that undertaking's exit from the market.

A concentration involving an undertaking in financial difficulty may be cleared where it contributes to the preservation of competitive conditions and where any deterioration of competition is not caused by the concentration itself. In other words, the competitive situation following the concentration should not be worse than it would have been in the absence of the transaction.

The AMCU focuses on three key elements:

• the distressed undertaking would, in the near future, be forced to leave the market due to its financial condition if the transaction does not go ahead;
• there is no credible, less anticompetitive alternative to the proposed transaction;
• without the concentration, the assets of the failing undertaking would inevitably exit the market.

It is for the notifying parties to provide clear and convincing evidence that these conditions are met. In particular, they must demonstrate that any negative impact on competition arises from the objective financial situation of the undertaking rather than from the proposed concentration.

Similar principles apply to non-horizontal concentrations, as reflected in the Guidelines on non-horizontal concentrations.

Minority ownership and the concept of control

Under the Competition Law, control is assessed based on the actual ability to influence an undertaking's commercial behaviour, rather than on the size of a shareholding alone. The AMCU looks at the substance of the rights attached to a stake and whether they enable a person to exercise decisive influence over key commercial decisions. For this reason, even a minority interest may qualify as control if it is accompanied by rights or arrangements that give the investor powers to exercise decisive influence on the company's economic activity.

In practice, minority control can, inter alia, arise where a shareholder, despite holding a relatively small stake:

1. has veto rights over decisions that determine the company's strategic direction;
2. must give consent to strategic matters, resulting in joint control with other shareholders;
3. can influence the appointment or removal of senior management or members of governing bodies;
4. has the right to approve or block the budget, business plan or major investments; and
5. is able to exercise decisive influence through contractual, economic or organisational mechanisms, even without formal voting control.

The AMCU pays particular attention to veto rights concerning strategic issues such as the budget, business plan, large investments and the appointment of top management. Rights of this type can, by themselves, be enough to establish joint control, even if the shareholder's stake is small.

By contrast, veto rights that are limited to protecting the financial interests of an investor, for example in relation to the liquidation of the company, changes in share capital or amendments to the constitutional documents, do not in themselves amount to control for merger control purposes.

Importantly, a minority shareholder does not need to actually exercise these rights for control to exist. The mere fact that these rights are available and can be used is often sufficient for the AMCU to conclude that control has been acquired. Where several rights of this kind are present at the same time, the AMCU will assess their combined effect, which may ultimately turn a transaction involving a minority stake into one amounting to joint control.

International cooperation

The AMCU regularly cooperates with competent authorities of other countries, international organisations and non-governmental institutions. Ukraine has concluded several international agreements establishing a framework for cooperation between the AMCU and foreign antitrust authorities. In particular, bilateral agreements have been concluded between Ukraine and a few European countries to facilitate cooperation in the field of competition law. These agreements have been signed with Austria, Bulgaria, the Czech Republic, France, Hungary, Latvia, Lithuania, Poland, Romania, Slovakia and Switzerland, as well as with the authorities of Moldova, Georgia and Turkey.

In addition to bilateral cooperation, the AMCU has signed a memorandum of cooperation with the competition authorities of central and eastern Europe, which provides a regional platform for coordination and the exchange of information between national regulatory authorities.

The AMCU also cooperates with international institutions, in particular the OECD, the UNCTAD and the ICN (International Competition Network). Participation in these platforms facilitates the exchange of information and development of coordinated approaches in the field of competition policy and merger control.

Special considerations

Resumption of merger review after wartime suspension

In November 2025, the AMCU updated its wartime guidance and resumed the review of merger and concerted actions notifications submitted between 30 March 2022 and 17 June 2022. These filings had remained pending due to the temporary suspension of procedural actions during the first months of the full-scale war. The AMCU explained that companies whose notifications were still pending must resubmit their filings within the deadline set by the authority. Only after resubmission can the review formally resume. This requirement applies to all transactions that still require clearance and were neither completed nor withdrawn during the suspension period.

Sanctions in merger control

An important element of Ukraine's merger control regime is the treatment of transactions involving persons subject to special economic and other restrictive measures (sanctions) introduced in accordance with the Law of Ukraine on Sanctions (the Law on Sanctions). The AMCU is not allowed by law to authorise a concentration if it is prohibited under the Law on Sanctions.

The Law on Sanctions stipulates that if actions requiring the AMCU's approval for a concentration fall under the special economic and other restrictive measures set out in the Law, those actions or the concentration are prohibited, and the AMCU must not issue approval for their implementation. A typical example of application of these provisions is when the target entity or the seller is subject to sanctions in the form of asset freezing. This concentration cannot be authorised by the AMCU while the application for merger clearance, if already submitted, must be returned to the application without consideration. If sanctions are introduced while the application or case is already under consideration, the AMCU must stop the process and either return the application or close the case without issuing a decision on the merits. Even where clearance has already been granted, the authority may later revoke it if it becomes apparent that the concentration must have been prohibited under the sanctions legislation.

As a result, applicants must indicate in their filing whether any party involved in the concentration, including affiliates and ultimate beneficiaries, is subject to sanctions. If positive, they must provide a description of these sanctions and explain how the measures affect the planned transaction. If no such persons are involved, the applicants must expressly confirm this in their application for merger clearance.

Privatisation-specific merger control

In February 2024, the AMCU published guidelines on the application of competition rules to the privatisation of state and municipal property. They explained how authorities should treat these transactions under the Competition Law and the privatisation legislation. The AMCU made it clear that some privatisation deals could still be considered concentrations, especially when one company gains control over another or its assets. In these cases, standard merger control rules may apply.

At the same time, the legislation provides for a more lenient approach to smaller privatisation deals. If the value of the assets, turnover in Ukraine and the sale price do not exceed €4 million, companies do not need to obtain permission from the AMCU. If at least one of these indicators exceeds the specified level, the parties must check whether they need to obtain permission from the AMCU, except in cases where the buyer's indicators or the aggregate indicators of all parties involved do not exceed the general financial thresholds as set out in the Competition Law. These special rules apply only to privatisation and are intended to simplify small transactions while ensuring the protection of competition.

Outlook and conclusions

Despite Russia's full-scale invasion of Ukraine on 24 February 2022 and the introduction of martial law, the AMCU has continued to function without interruption and to exercise its statutory powers, including in the area of merger control. Even under wartime conditions, the AMCU has maintained institutional capacity, ensuring the continuity of competition enforcement and legal certainty for market participants.

As Ukraine became a candidate for EU membership in 2022, the AMCU began taking practical steps to align national competition rules with EU requirements. In this context, was adopted Law No. 3295-IX.

In July 2024, the AMCU launched public consultations on a draft law proposing a second stage of competition law reform. With regard to concentrations, the proposed amendments aim at increasing legal certainty and further specifying the procedural framework applicable to merger control. In particular, the draft provides for a more detailed regulation of transactions involving privatisation assets, including a clearer delineation of the undertakings to be considered parties to a concentration. It also introduces an additional notification trigger for transactions involving privatisation objects, based on the value of assets, turnover in Ukraine and the transaction price.

The draft further elaborates the legal framework for situations where concentrations are implemented without prior clearance. According to the explanatory note, it specifies the range of persons who, in certain cases, may be held liable for the implementation of a concentration without the appropriate clearance from the AMCU. It also details the procedure to be followed by the AMCU in cases where there are indications of such a concentration and the parties have already applied, or are in the process of applying, for the relevant authorisation. In addition, the draft refines a number of procedural aspects of merger review, including the terminology related to relevant and adjacent markets, and maintains the existing approach under which a series of transactions between the same parties within a defined period may be treated as a single concentration.

A continuation of this reform is expected as part of the second legislative package. The proposed amendments are intended to clarify several procedural aspects of merger control and address issues that have arisen in practice. Their overall aim is to make the merger review framework more structured and predictable, in line with approaches used in EU competition law.

Published: Lexology In-Depth Merger Control, February 2026