UKRAINE Law and Practice Contributed by: Mykyta Nota and Anton Arkhypov, AVELLUM
The parties must adhere to the remedies outlined in the decision issued by the AMC following closing. Usually, behavioural remedies have a duration of three to five years. In a 2024 case, the AMC imposed structural remedies and granted the parties a nine-month compliance period for their commitments (see 5.7 Prohibitions and Remedies for Foreign-to-Foreign Transactions ). Failure to comply with the remedies is an infringe - ment of the Competition Law and can lead to severe penalties and consequences. The AMC may impose a penalty of up to 5% of the party’s turnover for the last financial year preceding the fine’s imposition. Moreover, non-compliance with remedies may trigger a review of the approved transaction, and, in the worst case, it could lead to the prohibition of the transaction altogether. 5.6 Issuance of Decisions In most cases, the AMC issues a formal decision per - mitting or prohibiting a transaction to the parties. The AMC must publish non-confidential versions of its decisions on merger and concerted practices cases within ten business days of the decision date. Addi - tionally, the AMC publishes a summary of the decision on its website, including the parties involved and the main points of the decision. 5.7 Prohibitions and Remedies for Foreign-to- As a matter of practice, the AMC usually clears most transactions unconditionally. In more complex cases, the AMC issues approvals subject to certain behav - ioural commitments. For example, out of all merger cases in 2024, only three were cleared subject to parties undertaking behavioural commitments. Inter - estingly, one case involved a combination of both behavioural and structural remedies. In 2025, accord - ing to public data, only one case was cleared subject to behavioural remedies, though it was not a classic foreign-to-foreign transaction. Commitments were imposed for three years and gen - erally include: Foreign Transactions Behavioural Remedies
• prohibiting unjustified refusal of supply; • applying market prices when selling to non-related undertakings; • ensuring equal terms for equivalent transactions; • reporting to the AMC about production and export volumes, cases of refusal to supply, and contracts with customers; and • reporting to the AMC on compliance with applied remedies. Structural Remedies There are no public records indicating that the AMC imposed structural remedies in 2025. In 2024, the regulator imposed structural remedies only in one merger. The case concerned the second and third largest players in the Ukrainian cement market, CRH and Dyckerhoff. They are also signifi - cant manufacturers of concrete. CRH Ukraine filed to acquire Dyckerhoff Ukraine. The AMC considered that the transaction would raise concerns in the Ukrain - ian markets for grey Portland cement. During Phase II, the regulator found that CRH Ukraine would likely have gained a dominant market position in the mar - ket for grey Portland cement and restricted market access to new players. The AMC cleared the trans - action subject to structural remedies – the regulator required CRH Ukraine to sell its minority share (25% to 28%) in Dyckerhoff to a third party as well as to grant it strategic veto rights. In addition, the AMC applied certain behavioural remedies. 6. Ancillary Restraints and Related Transactions 6.1 Clearance Decisions and Separate Notifications Merger clearance will not cover related arrangements (ancillary restraints). Ancillary restraints may require separate antitrust clearance. Antitrust notifications are usually filed and reviewed simultaneously with merger notifications.
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