On 26 January 2016 a draft law significantly changing the merger control procedure in Ukraine (the “Law”) was adopted by the Ukrainian Parliament.
The Draft Law introduces several important changes to the existing merger control procedure which are as follows:
A) Filing thresholds significantly increased.
Two alternative tests apply for a transaction to be notifiable in Ukraine:
Test 1: Each party is active in Ukraine
- all parties’ combined aggregate worldwide assets or sales (including related entities) exceeding the equivalent of EUR 30 million; and
- at least two parties to a transaction (including related entities) have assets or sales in Ukraine exceeding the equivalent of EUR 4 million.
Test 2: Target or one of the founding entities has significant assets/sales in Ukraine
- target entity or, in case of establishment of a new entity, one of the founders (including related entities) has sales or assets in Ukraine exceeding the equivalent of EUR 8 million; and
- at least one other party’s aggregate worldwide sales (including related entities) exceeding the equivalent of EUR 150 million.
Market share test is removed.
- Preliminary consultations and expedited review procedures introduced.
- Procedure for proposing remedies and imposing conditional decisions during Phase II review clarified.
The Law is now awaiting the President’s signature and will become effective in two months after its official publication. It is expected that the new Law becomes effective in April this year.
Legislation: Draft Law on Introducing Amendments to the Law of Ukraine on Protection of Economic Competition (regarding increasing the effectiveness of the merger control system) No. 2168a dated 25 June 2015