The new Merger Clearance Regulation that entered into force on
19 August 2016, can be considered as another step towards
harmonizing Ukrainian legislation with EU law. The Regulation,
though not yet ideal, contains a number of positive developments
that we expect significantly to simplify, shorten and make the
process of gathering required information by notifying parties as
well as the merger filing process itself more cost-efficient.
On 19 August 2016, the new Merger Clearance Regulation (the
"Regulation") entered into force. The adoption of the
Regulation can be considered as another step towards harmonizing
Ukrainian legislation with EU law. The Regulation significantly
reduces the scope of information that must be provided to the
Ukrainian competition authority (the "AMC") to obtain
The previous Regulation required that the parties to a
contemplated merger provide the AMC with a large amount of
documents and information, which were often irrelevant to the
consideration of the transaction. For instance, it was mandatory to
list all undertakings connected to the applicants by control
relations (even if they had nothing to do with Ukraine) together
with information about their subdivisions, addresses, etc. It goes
without saying that gathering such data, especially when large
multinational groups of companies containing hundreds of companies
were involved, can be very time-consuming.
In practice, to save time, instead of submitting all required
information to the AMC, the applicants often filed motions to the
authority requesting to limit the scope of required information.
However, it was far from certain that the AMC would accept such
requests; it remained at their discretion to decide whether to
satisfy such requests or reject them and return the filed
applications as incomplete.
By contrast, the new Regulation removes the requirement to
disclose information on all undertakings connected to parties to a
merger under consideration by relations of control. Now, apart from
the parties to the merger, it is required to provide information
only on their beneficial owners and affiliates registered and/or
active in Ukraine.
The Regulation contains a number of other positive developments,
such as the simplification of filing forms, the elimination of the
requirement to provide the list of minority shareholdings and the
electronic database. In particular, preparation of the electronic
database was quite a burdensome, time-consuming and unnecessary
exercise (as all information therein was identical to that
submitted to the AMC in written form).
At the same time, the Regulation is not yet ideal. For example,
it requests information on beneficial owners of a target in the
transaction regardless of the fact that as a result of transaction
whereby a target is to be sold off, the relations of control
between the beneficial owners and the target will terminate.
We expect the Regulation significantly to simplify, shorten and
make the process of gathering required information by notifying
parties as well as the merger filing process itself more
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.
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