Ukraine

Merger control in Ukraine is governed by the following principal instruments:

• Law of Ukraine “On Protection of Economic Competition” No. 2210-III dated 11 January 2001, as amended (the “Competition Law”). Sets out the definition of concentration, jurisdictional thresholds, substantive test, procedural rules and sanctions. Material amendments effective 1 January 2024 partially repealed the seller attribution rule, revised threshold calculations and strengthened enforcement powers.
• Law of Ukraine “On the Antimonopoly Committee of Ukraine” No. 3659-XII dated 26 November 1993. Governs the structure, status and powers of the AMC.
• AMC Regulation on the Procedure for Consideration of Concentrations(AMC Order No. 49-rp, 2002, as amended). Procedural rules for review.
• AMC Methodological Recommendations on the Notion of Control(2018). Guidance on how control is assessed.
• AMC Methodology for Calculating Fines(AMC Order No. 22-rp, 14 December 2023). Fine calculation methodology. An update specific to concentration violations is pending.

This is a mandatory and suspensory regime. Where jurisdictional thresholds are met, prior AMC approval must be obtained before the concentration is implemented. Closing without clearance is a violation irrespective of whether the transaction raises competition concerns.

The Antimonopoly Committee of Ukraine (AMC) is the sole authority for investigating and deciding on concentrations. It is a central executive body with special status, independent of the Cabinet of Ministers in its enforcement function. State Commissioners of the AMC take binding decisions on clearance, conditional clearance or prohibition. The AMC acts as both investigator and decision-maker; there is no separate adjudicative body at first instance. Judicial review is available on appeal only.

Despite the ongoing war, the AMC has remained fully operational; it processed over 550 merger filings in 2024, comparable to pre-war volumes, and merger filings in 2025 have already exceeded 1,000.

The regime applies economy-wide with no sector-specific exemptions. Concentrations in regulated sectors (banking, insurance, energy) may require parallel approvals from sector regulators (e.g. the National Bank of Ukraine), but these are separate from and do not replace AMC review.

Foreign Direct Investment (FDI) screening

Ukraine does not yet have an operational FDI screening regime. A new draft FDI screening law was registered in Parliament in September 2025, and the Cabinet of Ministers established an Inter-Agency FDI Screening Commission on 29 January 2026. The precise scope, triggers and procedure remain to be finalised and go through parliamentary voting.

Ukraine is not a member of the EU and the EU Merger Regulation does not apply. The EU–Ukraine Association Agreement includes competition-related provisions but does not create a one-stop-shop mechanism. Ukraine is not a member of any other supranational merger control regime (Common Market for Eastern and Southern Africa (COMESA), Economic Community of West African States (ECOWAS) etc.). Each transaction must be separately assessed and, where notifiable, cleared by the AMC.

The AMC has cooperation agreements with a large number of jurisdictions, including the EU, and is an active member of the OECD Competition Committee. On 20 April 2026, the AMC received a formal invitation to become an associated member of OECD Competition Committee.

The AMC actively monitors publicly available sources — primarily the European Commission’s website, and to a lesser extent the Competition and Markets Authority (CMA), Federal Trade Commission (FTC) and European National Competition Authorities (NCAs). Where a transaction is filed abroad and may be notifiable in Ukraine, the AMC may issue standalone information requests to the parties or their Ukrainian subsidiaries. The AMC’s expanded use of open-source intelligence and informal cooperation with foreign authorities has materially increased detection risk for foreign-to-foreign transactions.

In addition to formal cooperation agreements, the AMC actively cooperates informally with many other competition authorities to get the necessary information, particularly Polish, Romanian, Latvian as well as many others across the EU.

The second phase of alignment with EU competition law is anticipated in the first half of 2026. Key proposed changes (at draft stage as of April 2026, not yet enacted) include:

• abolition of the separate AMC notification/approval requirement for ancillary restraints in M&A transactions (e.g. non-competes and non-solicitation clauses);
• abolition of the notification system for concerted practices;
• introduction of a de minimis concept for concerted practices;
• changes to the process for imposing remedies;
• enabling the AMC to impose periodic penalty payments.

In October 2025, the AMC adopted a draft Methodology for Determining the Relevant Product Market, which is currently undergoing public consultation. Adoption of secondary legislation has been delayed during martial law. As of April 2026, none of the second-phase reforms have been enacted and the timeline for adoption remains uncertain.

An FDI regime may also be enacted by the end of 2026.

The trigger is acquisition of “control”, broadly defined as the ability to exercise decisive influence over the business activity of an undertaking, directly or through other persons. The definition is inspired by EU principles but broader in practical application.

Decisive influence

Decisive influence may arise from:

• ownership or right to use all or a significant portion of the undertaking’s assets;
• rights that ensure decisive influence over the formation, voting results or decisions of management bodies;
• contractual rights to determine conditions of business activity or to give mandatory instructions;
• rights to appoint the Chair or Deputy Chair of the supervisory board or management board, where that person already holds an equivalent position in another undertaking.

The AMC’s 2018 Methodological Recommendations on Control further explain sole vs. joint control, positive vs. negative control, and de jure vs. de facto control — including the significance of rights to block strategic decisions (budget, business plan, major investments, senior management appointments).

Minority shareholdings

Since 1 January 2024, acquisition of a non-controlling shareholding of 25%+ that does not confer decisive influence no longer falls under the notion of concentration. Before that date, crossing the 25% threshold automatically triggered a filing. Even below 25%, a minority interest can constitute joint control if it confers veto rights over strategic decisions. The AMC retains broad discretion. The AMC assesses the full factual matrix including shareholder agreements, veto rights and commercial contracts.

There is no express carve-out for temporary changes of control. The Competition Law generally requires an enduring change. Under AMC guidelines, a joint venture (JV) established for up to three years is usually not considered lasting and may not constitute a concentration (though it may fall under concerted practices). Outside the JV context, even short-term arrangements conferring decisive influence may be caught. Each situation must be assessed on case-by-case basis and the relevant facts.

The following constitute a “concentration”:

• Amalgamation of independent undertakings into a new entity, or absorption of one by another.
• Acquisitions of control. Direct or indirect acquisition of control over all or part of one or more undertakings, including by:
  • asset acquisition or lease;
  • contractual rights conferring decisive influence;
  • share acquisitions conferring decisive influence;
  • board appointment rights;
  • rights to determine governing body composition such that the same individuals represent 50%+ of members in two or more undertakings.
• Full-function joint ventures. Establishment by two or more undertakings of a new legal entity independently carrying out full functional business activity on a lasting basis.

Asset acquisitions

Acquisition of assets constitutes a concentration if the assets form a going concern capable of independent operation. Acquisition of bare assets without an associated business does not typically qualify. The AMC applies a broad approach.

Options and convertible instruments

Acquisition of options or convertible instruments does not itself constitute a concentration; the filing obligation arises on exercise or conversion. However, if such instruments confer de facto control prior to exercise (through governance rights or commercial restrictions), an earlier notification may be required.

Intra-group restructurings

Transactions between entities already related by control do not require notification, provided the existing control was established in compliance with Ukrainian merger control rules.

A JV constitutes a concentration if all four conditions are met:

• Newly created entity. The JV must be newly registered by two or more unrelated undertakings. In Ukraine, a JV created by one parent and transferred to another is treated as an acquisition, not a JV establishment.
• Full functionality. The JV must act autonomously and at its own risk with sufficient resources (capital, staff, assets) to operate independently.
• Lasting basis. The JV must be intended to operate on a lasting basis. Less than three years is usually insufficient. Uncertainty about the JV’s launch, for example where it depends on a third-party decision, also weighs against classification as lasting.
• Non-coordination. The JV must not have as its primary object the coordination of the competitive behaviour of the founding undertakings.

A non-full-function JV is not a concentration but may require a separate approval for concerted practices from the AMC. Where a transaction has elements of both, two approvals may be required.

Sequences between the same parties

Transactions between the same parties conducted within two years that affect the same or neighbouring markets are treated as a single concentration. The filing obligation arises at the last transaction in the series, and threshold calculations reflect the cumulative effect.

Interrelated transactions between different parties

The Competition Law does not provide for treating interrelated transactions between different parties as a single concentration. Each transaction is assessed separately. Where legally inter-conditional, parties should consider parallel or sequential filings and notify the AMC of the inter-conditionality.

A concentration is notifiable if either of the following sets of thresholds is met (assessed for the last financial year preceding the year of the transaction closing (NB: not signing)):

Set 1 – Combined global + local nexus

• combined worldwide assets or turnover of all parties exceeds EUR 30 million; and
• Ukrainian assets or turnover of each of at least two parties [acquirer and target/seller] exceeds EUR 4 million.

Set 2 – Large global group + local nexus

• worldwide turnover of at least one party exceeds EUR 150 million; and
• Ukrainian assets or turnover of at least one other party exceeds EUR 8 million.

Key 2024 amendment

Financial indicators of entities that cease to be connected by control relations with the target as a result of the concentration are excluded from the threshold calculation provided that:

• the target currently does not have and had no activities in Ukraine for the last two years; and
• the seller loses control over target.

In practice, the seller’s group turnover above the target is no longer attributed to the target when assessing thresholds if these two factors are met. This is the most significant change for foreign-to-foreign transactions.

Thresholds are fixed by law and denominated in EUR. There is no annual revision mechanism.

A filing may be required even if the target has no assets or revenues in Ukraine and has global turnover over EUR 150, while the acquirer has local nexus of more than EUR 8 million in Ukraine.

• Relevant parties. All parties to the concentration, including the acquirer, the target, any jointly controlling parents and the seller (in respect of entities remaining under seller’s control after closing).
• Group turnover. Consolidated worldwide turnover of the entire corporate group connected by control relations. For JV establishment, each parent’s full group is included.
• Relevant period. Last financial year preceding the year of the transaction closing (not signing). Most recent available audited accounts are used if year-end data is not yet available.
• Geographical allocation. Ukrainian turnover is revenue from sales to Ukrainian customers (by destination). There are no special sector rules.
• Currency conversion. Non-EUR figures are converted at the official NBU rate as of 31 December of the relevant financial year. NBU rates are available at www.bank.gov.ua.

Asset value is based on book value as reflected in the last annual balance sheet of a Ukrainian registered subsidiary. Ukrainian assets are those physically located in or registered in Ukraine. There are no specific rules for particular asset classes. Parties should ensure consistency with the financial statements provided to the AMC.

Non-EUR financial data is converted using the official NBU exchange rate as of 31 December of the relevant financial year (www.bank.gov.ua). Parties must specify the rate used in their notification. Reference rates for 2025: USD 1 = UAH 42.39; EUR 1 = UAH 49.86 (calendar-year averages; threshold calculations use 31 December year-end rates).

Ukraine does not have market share-based jurisdictional thresholds. Thresholds are based solely on assets and turnover (see Section 3.1, above). Market share is relevant to the substantive assessment and to eligibility for the simplified procedure (combined share ≤15% horizontally, individual shares ≤20% on vertically related markets) but does not determine whether a filing obligation arises.

No local nexus in the form of competitive overlaps or effects on Ukrainian markets is required. Ukraine is a single trigger jurisdiction, that is a single party’s Ukrainian assets or turnover above the relevant threshold is sufficient. The thresholds may be triggered even if the target has no Ukrainian presence at all, provided the acquirer has a local presence.

Foreign-to-foreign transactions

There is no exemption for foreign-to-foreign transactions. The AMC has expressly stated in one of its recent decisions: “a carve-out of Ukrainian territory does not allow the parties to avoid liability and a fine if financial thresholds under Ukrainian competition law are exceeded”.

Foreign-to-foreign transactions with no Ukrainian market effects typically attract lower fines when violations are detected but remain notifiable if thresholds are met.

Detection risk for foreign-to-foreign transactions has increased materially in recent years. The AMC monitors EC, CMA and FTC filing databases. Future filings by any group entity in Ukraine within the five-year limitation period will require confirmation of historical compliance.

• Intra-group restructurings. Transactions between entities already connected by control do not require notification, provided the original control was established in compliance with Ukrainian merger control rules.
• Wartime exemption (since 16 May 2024). A temporary exemption applies to transactions aimed at acquiring new technologies for Ukraine’s military industry. Numerous conditions must be satisfied; unlikely to be applicable to commercial transactions.
• No de minimis There is no general small-deal or de minimis carve-out beyond the financial thresholds themselves.

The AMC may initiate enforcement proceedings against parties that implement a notifiable concentration without prior approval, at any point within the five-year limitation period. No additional trigger or threshold is required beyond identification of the non-notification. The AMC has consistently exercised this power, including against foreign parties and post-closing voluntary filers.

No formal call-in power for below-threshold transactions exists.

The general limitation period for AMC enforcement is five years from the date of the violation (i.e. the date of closing without clearance). After five years the AMC cannot impose fines for failure to notify. There is no separate longstop on the AMC’s ability to review a late filing once submitted.

The Competition Law does not expressly provide for voluntary notifications below threshold, but it does not prohibit them. The AMC can review a transaction that does not meet the jurisdictional thresholds under the merger control regime only if it is voluntarily filed by the parties. In borderline cases, parties may approach the AMC for a preliminary opinion on notifiability, which is the same process as obtaining the merger approval.

Notification is mandatory. There is no waiver mechanism. The obligation arises automatically when the thresholds are met and cannot be disapplied.

The Competition Law expressly prohibits implementation of a notifiable concentration until AMC clearance is granted. The standstill applies globally: parties may sign before clearance but may not close any element of the transaction in any jurisdiction until all required approvals (including from the AMC) are received.

The AMC does not have a formal hold-separate or interim measures power in the merger context. If a transaction has been implemented without clearance, the AMC’s enforcement tools are opening an investigation, imposing a fine and, in theory, seeking court-ordered unwinding. In practice, transaction unwinding has never been ordered in Ukraine in foreign-to-foreign cases; the enforcement focus has been exclusively on monetary fines.

There is no mechanism for the AMC to grant a derogation from the standstill obligation. Ukrainian law does not provide an equivalent to Article 7(3) of the EU Merger Regulation.

Carve-outs

Parties may structure a transaction to defer transfer of Ukrainian assets or operations pending AMC approval. However, the AMC has made clear that a territorial carve-out does not relieve parties of the filing obligation if the financial thresholds are exceeded. A carve-out may reduce the immediate standstill exposure but does not eliminate the need for Ukrainian filing and approval.

The notification must be submitted jointly by all parties adopting or implementing the decision on concentration. In practice the acquirer takes primary responsibility. The seller and target must be co-applicants but typically have a passive role. Historically fines were imposed on the acquirer only, but since 2024 the AMC has applied joint and several (parental) liability, meaning fines may also be imposed on the parent(s) of the acquiring entity.

The filing fee is UAH 42,500 (approximately EUR 850/USD 1,000 at current rates dated April 2026). It must be paid by the notifying parties or their local counsel. The AMC will not process a notification until the fee has been paid and confirmed. The fee is fixed by law and not subject to annual revision. Parties should verify the current amount with local counsel before filing.

The obligation arises when the decision to implement the concentration has been taken. Notification can be made at any point of time before closing, even pre-signing. Pre-signing notification is possible provided that the parties provide the AMC with the main transaction terms, i.e. a letter of intent or equivalent document.

There is no statutory pre-closing filing deadline. The obligation is to obtain clearance any time before closing. However, as there is no mechanism to extend the AMC’s review clock to accommodate late filings, parties should file as soon as possible. A post-closing filing is treated as a mitigating factor in the fine methodology but does not avoid a violation.

The AMC requires a prescribed notification form. Key categories of information include:

• corporate structure, control chain, shareholders and ultimate beneficial owners of all parties;
• description of the transaction (structure, documents, timeline);
• financial information (worldwide and Ukrainian turnover and assets for the last financial year);
• market information (product and geographic market definition, market shares, competitive landscape);
• list of all entities registered and/or active in Ukraine of all parties;
• copies of transaction documents (SPA, merger agreement, JV agreement, etc.);
• apostilled corporate extracts and powers of attorney for foreign entities;
• sanctions confirmations;
• compliance statement (not prescribed by law but has been established by AMC practice).

All corporate documents of foreign legal entities (commercial register extracts, powers of attorney, constitutional documents) must be apostilled or legalised, with certified Ukrainian translations. The notification must be in Ukrainian (or accompanied by certified translations). Filings are submitted in hard copy with a USB drive containing electronic copies.

All applicants must confirm that they are not subject to Ukrainian sanctions (National Security and Defense Council of Ukraine). If any affiliated entity appears on a sanctions list, an explanation must be provided; the AMC exercises case-by-case discretion.

The AMC applies heightened scrutiny to parties with connections to Russia or Belarus, requiring additional information on such persons and entities and their plans for activity in those jurisdictions.

A 25-day total review (10-day substantive phase) applies where:

• only one party is active in Ukraine; or
• the parties’ combined share on any relevant Ukrainian market does not exceed 15%, and individual shares on vertically related markets do not exceed 20%.

The same notification form is required. The AMC has discretion to transfer a case to the standard procedure if competition concerns are identified or the AMC team is overloaded. Many foreign-to-foreign transactions with limited Ukrainian nexus qualify.

Pre-notification discussions are not required and not prescribed by law. Parties may approach the AMC informally for a preliminary opinion on notifiability (the AMC has one month to respond to a formal preliminary opinion request). In practice, the AMC now reserves pre-notification consultations for complex deals and declines them for straightforward no-issue cases.

Phase 1 – Technical review (15 calendar days) + Substantive review (30 calendar days)

The AMC reviews the notification for completeness during the technical review. If the AMC decides that the notification is missing crucial pieces of information or documents, it declares the notification incomplete and such notification is returned; the 15-day clock restarts on resubmission. No formal stop-the-clock mechanism operates during substantive phase review after the notification has been declared complete.

Phase 2 – Phase 1 + Substantive Phase review (up to 120 calendar days)

In case the AMC finds potential concerns that the transaction may lead to competition concerns, it may initiate Phase 2 review which shall not last longer than 120 calendar days in total.

Clearance is valid for one year; parties may apply for an extension if necessary during the review period. After decision has been issued, its validity cannot be extended, a new clearance must be obtained.

Approx 90% of transactions are cleared within Phase I review.

All AMC review deadlines are expressed in calendar days (not business days). Public holidays and weekends are included. If a deadline falls on a public holiday or weekend it extends to the next working day. Ukrainian public holidays include New Year (1–2 January), Christmas (7 January and 25 December), International Women’s Day (8 March), Labour Day (1 May), Victory Day (9 May), Constitution Day (28 June) and Independence Day (24 August). During martial period, all public holidays are suspended.

For a straightforward transaction qualifying for simplified procedure: preparation and filing (two–four weeks) for well-prepared filers + technical review (up to 15 calendar days) + substantive review (30 calendar days). Total: approximately five–eight weeks from signing, assuming a complete first filing and no Requests for Information (RFIs). Deals reviewed under standard procedure could take 8–12 weeks.

It is of course better to allocate a bit more time to avoid any unexpected events in the course of the process but filing in Ukraine is typically within the timeframe of most other jurisdictions.

Deals involving Russian/Belarusian-connected parties, sanctioned entities or complex market overlaps may take significantly longer.

Ukrainian securities legislation does not contain a derogation permitting share acquisitions in a public offer before AMC clearance (unlike Article 7(2) of the EU Merger Regulation). The standstill obligation applies equally to public and private transactions. Parties to cross-border public offers requiring Ukrainian clearance must factor the AMC timeline (8–12 weeks minimum) into their offer timetable from the outset.

The Ukrainian merger review process is not formally open to third-party participation at the filing stage. The AMC does not publish notifications or invite public comment as a matter of course. The AMC may conduct its own outreach to customers, competitors and suppliers in complex cases. Complaints from third parties can trigger an investigation, but this is more common in domestic transactions than foreign-to-foreign cases. There is no formal third-party hearing mechanism.

The AMC has broad powers to issue formal RFIs to notifying parties, third parties, competitors, customers and suppliers during Phase 2. Failure to respond, or providing false or misleading information, may result in separate fines.

Parties may designate information as confidential (commercial secret) by clearly marking each document. The AMC is obliged to maintain confidentiality and may not disclose such information without consent. In November 2024, the AMC published guidelines on classifying confidential information in merger and concerted practices decisions, establishing clearer standards. Parties should provide a non-confidential version alongside confidential documents; published AMC decisions contain redacted versions as well. We are not aware of any leakage precedent from the AMC within merger review process.

The substantive test is whether the concentration may result in the elimination, substantial restriction or distortion of competition in Ukraine (or a substantial part of it), in particular through the creation or strengthening of a dominant position. This is substantively similar to the EU Significant Impediment of Effective Competition (SIEC) test.

The AMC assesses horizontal overlaps, vertical relationships and conglomerate effects. It defines the relevant product and geographic market (a new draft market definition methodology was adopted for public consultation in October 2025). Market shares, competitive constraints, barriers to entry and buyer power are the primary factors.

Non-competition public interest considerations are not formally part of the substantive test. However, the AMC exercises discretion not to clear transactions raising national security or sanctions-related concerns.

The Competition Law does not contain an express efficiency defence. In practice the AMC focuses on competition concerns; efficiency arguments have rarely been decisive. Parties may submit arguments on pro-competitive effects and consumer benefits, but the AMC’s track record of accepting efficiencies to offset an otherwise problematic transaction is limited.

In complex or enforcement cases, the AMC issues a formal “preliminary conclusions” document (equivalent to a statement of objections) setting out its factual findings and proposed decision. Parties have the right to submit written comments within a set period (typically 10–30 days). The AMC must consider those submissions before adopting its final decision. Parties have the right to access case materials (subject to confidentiality restrictions) and may request a hearing or meeting with the AMC case team.

Remedies may be proposed at any stage of Phase 2 process (not earlier). In practice, remedy discussions typically occur during the substantive review once the AMC has indicated concerns in Phase 2. Parties submit a proposed remedy package; if accepted, the AMC issues a conditional clearance specifying the commitments and compliance timeline.

Both structural (divestitures) and behavioural (access, supply, licensing, pricing) remedies may be accepted under law. Under existing practice, the AMC focuses on behavioural remedies rather than structural (due to procedural issues of applying structural remedies). However, following second-phase reform to competition legislation expected by the end of 2026, the AMC will fix all bugs and will be ready to apply structural remedies in cases of horizontal overlaps.

Where remedies are required, closing may occur once a conditional clearance is in force, subject to compliance with the required timeline. Breach of remedy conditions is a separate violation attracting additional fines. The AMC monitors compliance and typically requires periodic compliance reports.

The AMC decision is communicated directly to the parties, their local counsel. Decisions are also published on the AMC’s official website (www.amcu.gov.ua) in redacted form. Since mid-2015 the AMC has maintained a public registry of all decisions.

Clearance decisions take effect immediately on the date of adoption (or the date specified in the decision). Clearance is valid for one year from the date of the decision; the concentration must be implemented within that period unless a longer validity period is prescribed by the decision.

Merger clearance in Ukraine does not automatically cover ancillary restraints. Non-compete and non-solicitation clauses, and other ancillary restrictions in M&A transactions, may require a separate AMC concerted practices approval. Elimination of this requirement is a key element of the second-phase reform (anticipated in the first half of 2026) but has not yet been enacted as of April 2026.

AMC decisions may be challenged before the administrative courts under the Code of Administrative Proceedings of Ukraine or, in exceptional cases, before the Cabinet of Ministers of Ukraine. The time limit for appeal is six months from the date on which the party became aware (or should have become aware) of the decision. Appeals of merger clearances by third parties are rare. Parties subject to adverse decisions (prohibition, conditional clearance or fines) may challenge them on procedural or substantive grounds.

Fines

The Competition Law provides for a fine of up to 5% of the group’s gross worldwide revenue (sales of products, goods, works and services) for the fiscal year preceding the year in which the fine is imposed, imposed on the entire corporate group whose actions caused the violation.

Parental liability (from 2024)

The AMC now assesses not only the direct acquirer’s financial indicators but also those of its parent undertaking and the wider corporate group. This has materially increased potential fine exposure for large international groups.

Key enforcement precedents

• Foreign-to-foreign transactions with no Ukrainian market effects: typical fine EUR 10,000–EUR 60,000 (higher fines imposed from 2023 onwards);
• EUR 623,376 – Cheplapharm Arzneimittel GmbH (gun-jumping, foreign-to-foreign, 2023);
• EUR 650,000 each – BASF S.E. and LetterOne Holdings SA (JV established without AMC approval, no Ukrainian nexus, 2023);
• EUR 62,304 each – Sika AG / Sika International GmbH (first parental liability case, 2024);
• EUR 855,468– PJSC Kyiv Cardboard and Paper Mill (domestic acquisition, 2024);
• EUR 800,218 – LLC TB Fruit Capital (domestic, multiple acquisitions without clearance, 2025);
• EUR 2,100,000 – Radehivsky Tsukor (domestic, going concern acquisition, 2021);
• EUR 2,000,000 – Üttema Kereskedelmi (foreign acquirer of Ukrainian company, 2021);
• EUR 1,800,000 – TAS Group (transaction not cleared due to seller’s sanctions status, 2019).

Other consequences

• Transaction invalidation. Possible by court order in theory; never applied in practice for foreign-to-foreign transactions and considered a remote risk.
• Double damages recovery. Available in theory; no known precedents.
• Individual liability. One precedent: EUR 500,000 fine on Mr. Serhiy Kurchenko as the ultimate beneficial owner (2018). Fine imposed on UBO, not an official officer of the legal entity.

Russian/Belarusian-connected parties

The AMC will impose the maximum statutory 5% fine for every merger control violation where a party is ultimately controlled by Russia or its citizens supporting aggression against Ukraine, or where there are reasonable grounds to suspect that a divestiture was aimed at circumventing sanctions.

Gun-jumping is subject to the same fine regime as failure to notify — up to 5% of worldwide group revenue. The AMC has actively imposed gun-jumping fines, including against foreign parties.

Pre-closing integration planning that does not constitute implementation (e.g. negotiating integration plans, exchanging non-competitively sensitive information under a clean-team protocol) is generally permissible. There is limited formal AMC guidance on the precise boundary; parties should proceed cautiously.

The Competition Law provides for fines of up to 1% of worldwide group revenue for submitting false, incomplete or misleading information. Fines may also be imposed for failure to respond to a formal RFI within the required deadline. The fines for submitting inaccurate information within a merger notification review in foreign-to-foreign cases have not exceeded EUR 20,000 to date.