Merger Control Reform And New Filing Thresholds

On 26 January 2016 the law reforming merger control regime was adopted by the Parliament. The most notable changes include:

• remodeling of notifiability thresholds (2 alternative tests):
  
  
  • the combined parties' worldwide value of assets or turnover exceeded EUR 30 million and the value of Ukrainian assets or turnover of each of at least two parties exceeded EUR 4 million – both in the last financial year; or
  • Ukrainian value of assets or turnover of the target or of at least one of the founders of a new entity exceeded EUR 8 million and worldwide turnover of at least one other party exceeded EUR 150 million – both in the last financial year;
  It appears that the assets/turnover thresholds should be taken at a group level, in particular, including the controlling seller(s) ceasing to control the target post-transaction.
• removal of the market share-based (35%) notifiability test;
• introduction of consultations with the AMC at the pre-filing and the 15-day 'preview' stages;
• making omission to disclose ultimate (beneficiary) owners in the filing the basis for declaration of incompleteness;
• introduction of a simplified 25-day review procedure for transactions where:
  
  
  • only one party is active in Ukraine; or
  • parties' combined shares do not exceed 15% on the overlapping markets or 20% on vertically related markets;
• clarification of rules applicable to remedies, including setting the 30-day (extendable) period for offering remedies;
• increase of the filing fees.

These changes are expected to become effective in April 2016.

Originally published 26 January 2016

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.