UKRAINE Law and Practice Contributed by: Mykyta Nota and Anton Arkhypov, AVELLUM
• invalidation of the transaction in some cases. Recent Penalties In 2025, the biggest fine for failure to notify was around EUR200,000. Publicity and Confidentiality The AMC must publish non-confidential versions of decisions on infringement of the Competition Law. In addition, the AMC makes a brief press release regard - ing the adopted decision or resolution (including the parties’ identities, penalties and the case outcome). 2.3 Types of Transactions Transactions Considered Concentrations The Competition Law provides an exhaustive list of transactions defined as concentrations that may require prior merger clearance. • The merger of at least two independent undertak - ings or the takeover of one undertaking by another. • The acquisition of direct or indirect control over an undertaking or its part. The list is open-ended, so any change in control over an undertaking (based on shareholders’ agreements, changes to articles of association, etc) may be caught. For example: (a) the purchase or lease of its assets; (b) contractual arrangements allowing an under - taking to direct the business activities of the target undertaking, etc; (c) the acquisition of shares (or other equity stakes) with control rights attaching to them; and (d) appointments to management positions result - ing in cross-directorship. • The creation by at least two undertakings of a new full-function undertaking that will independently conduct business activities on a lasting basis while its creation does not result in co-ordinating com - petitive behaviour between its parents or between the parents and the new undertaking. Internal Restructurings, Reorganisations and Other Exempted Transactions Under the Competition Law, the following transactions are not considered concentrations and do not require notification and clearance as such.
• Intra-group transactions and reorganisations, provided that the control links within the group were established in compliance with the Ukrainian merger control rules. • The creation of a new undertaking aiming at or resulting in the co-ordination of competitive behav - iour of either its parents or the new undertaking and its parents. Such a transaction is considered a concerted practice and may require separate antitrust clearance. • The acquisition of shares by a financial institution with the intention of reselling them within one year (extendable), provided that the financial institution refrains from exercising voting rights during the holding period. • The acquisition of control over an undertaking or a part of it by a receiver or a representative of a state authority. • The acquisition of an undertaking’s assets or shares by a bank or other financial institution under the restructuring plan, provided that such assets/ shares are subsequently sold to a third party within two years from the acquisition date. • The acquisition of an undertaking’s assets or shares by a bank as a result of foreclosure on col - lateral provided that (i) the acquirer refrains from exercising voting rights/utilising acquired assets during the holding period, and (ii) such shares/ assets are subsequently sold to a third party within one year from the acquisition date (extendable). 2.4 Definition of “Control” Definition of “Control” The Competition Law defines “control” quite broad - ly as the possibility of exercising decisive influence (including through veto rights) on an undertaking’s business activities. It is presumed that control exists where one undertaking directly or indirectly: • holds or manages over 50% of shares in another undertaking; • holds over 50% of votes in another undertaking’s highest governing body; • has the authority to appoint CEO, deputy CEO, or more than 50% of the members of the supervisory board (the board of directors), etc; • has the right to receive at least 50% of another undertaking’s profits; or
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