What are the key developments in the past year in merger control in your jurisdiction?
Wartime realities have significantly transformed competition enforcement in Ukraine, including merger control procedures. Much of today’s competition law work in Ukraine is defined by regulatory, cross-border, and public law elements. Growth areas include defence and military-tech, privatisation of strategic assets, striker control over infrastructure and socially important markets, including pharma and dairy products.
Ukraine does not have special foreign direct investment (FDI) or national security review procedures. These tasks are part of the country’s merger control procedure.
Despite the absence of significant legislative changes, the Anti-monopoly Commission of Ukraine (AMCU) has been actively aligning its merger control procedures with EU competition law and policy. In particular, references to European Commission decisions – especially regarding market definition and the assessment of competition effects – are becoming increasingly common in the AMCU’s practice.
Among the ACMU’s most significant decisions is NEQSOL Holding’s privatisation of UMCC Titanium – Europe’s largest producer of titanium and zirconium ores and one of the world’s leading suppliers of titanium raw materials. This landmark transaction is the first large-scale privatisation completed under martial law in Ukraine and marks a significant step toward attracting strategic foreign investment into the Ukrainian mining sector during wartime. Due to the strategic nature of the assets and the targets’ strong positions in titanium markets, the transaction was subject to Phase II merger review. The review required detailed market analysis, including sensitive defence-linked supply chains and complex geographic segmentation of titanium products.
Another significant decision is clearance of joint venture between UDI – Ukraine’s largest state-owned defence holding and Thales – one of the world’s leading defence technology companies. The transaction posed unique challenges due to the volume of classified information and defence sensitivities, limiting the ability to fully disclose relevant details during the merger review process. The joint company will serve as a platform for technological cooperation in Ukraine. This landmark project is expected to significantly enhance Ukraine’s defence capabilities, while also enabling the transfer of strategic know-how to Ukrainian industry.
Have there been any developments that impact how you advise clients about merger clearance?
The statutory framework for merger control in Ukraine has remained stable, but the way it is enforced continues to evolve. Unlike many other jurisdictions, there is no pre-notification process and no option for electronic filing. All filings must be prepared in paper form and submitted as complete and robust packages from the outset. In practice, the AMCU frequently uses the initial 15-day period available for preliminary review to reject a filing, often as a way of giving itself more time to analyse the materials. If a filing is rejected within that period, the parties are free to re-submit, but the 45-day review clock for the standard procedure will restart. This makes it important for companies to build additional time buffers into their deal planning.
Once a filing has been accepted, the AMCU generally respects the statutory deadlines. That said, in more complex or strategically sensitive cases, the authority will often request additional information from the parties. Preparing to address such requests quickly and comprehensively helps to avoid unnecessary extensions to the process.
From a substantive perspective, the AMCU now places much more weight on economic evidence and quantitative data than in the past. Filings are expected to include clear analysis of market structures, competitive dynamics and possible effects of the transaction. Since the start of the war, the authority has also introduced a much more rigorous focus on sanctions compliance. Parties are expected to confirm whether any of their ultimate controllers have links to Russia or Belarus, and to explain the scope and nature of such activities if they exist. This review has become a standard part of the process and can directly affect timing and outcomes.
In international transactions, the AMCU typically asks parties about the status of the deal in other jurisdictions and whether concerns have been raised elsewhere. However, it very rarely engages in direct dialogue or coordination with foreign competition authorities, so the burden of ensuring consistency across jurisdictions falls largely on the parties and their advisers.
As to communication during the review, the process is still primarily formal, relying on written submissions and official requests. At the same time, case teams are generally approachable, and it is possible to arrange calls or working meetings to clarify issues. In particularly sensitive or strategically important cases, matters are often escalated to senior AMCU management, which can help resolve complex questions and provide greater certainty for the parties.
Taken together, these features mean that while the Ukrainian merger control regime remains relatively predictable once a filing is formally accepted, companies need to plan carefully for the practical challenges. Building strong, evidence-based submissions, anticipating the AMCU’s focus on sanctions and sensitive sectors, and factoring in the possibility of preliminary rejection are all critical to keeping deal timelines on track.
Do recent cases or settlements suggest any changes in merger enforcement priorities in your jurisdiction?
Merger enforcement priorities in Ukraine today are shaped less by changes in the law than by the realities of wartime. The AMCU continues to apply the established statutory framework, but its approach reflects both competition policy and broader national interests.
In the defence sector, the authority has shown a consistently constructive and pragmatic stance. Recognising the strategic importance of these transactions, reviews are often handled swiftly and with a high degree of predictability. For businesses operating in this space, clearance tends to be more straightforward than in many other industries, as the overriding priority is to ensure the continuity of supply and the strengthening of Ukraine’s defence capabilities.
At the same time, transactions in other sectors can face closer examination. Consolidation in areas such as telecom, energy, logistics and key raw materials usually triggers more detailed scrutiny, with the authority focusing on potential impacts on consumers, access to infrastructure and competition in procurement-driven markets. The AMCU now expects filings in such industries to include robust economic evidence and clear data analysis to substantiate that no material harm to competition will result.
A further notable trend is the integration of sanctions compliance into the review process. Parties are expected to disclose whether any of their ultimate controllers have ties to Russia or Belarus and to explain the scale and nature of such involvement. While this is not an additional legal test under merger control rules, it has become a standard part of the assessment and may influence the depth and timing of the authority’s analysis.
Although political intervention in the narrow sense is rare, public interest considerations clearly shape enforcement. Transactions that are essential for national security or the stability of critical infrastructure are facilitated, while those with possible sanctions exposure are assessed more cautiously. This balance reflects the AMCU’s dual role: safeguarding competition while supporting the country’s resilience under extraordinary conditions.
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