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October 2025 – On 23 October 2025, Bulgaria adopted changes to its Competition Protection Act, introducing below-threshold merger filings.
The legislator and the competition protection authority cited the following reasons for the changes: fast-paced technology developments and innovation, a growing number of "killer acquisitions", as well as more legal certainty for investors.
The changes become effective on the day of their promulgation – expected in first week of November.
1. Background
Following the ECJ judgment in the Illumina/Grail case in 2024, it became clear that EU Member States may not refer below-threshold transactions to the European Commission if none of the EU Member States has jurisdiction to review the transaction under its national law.
Based on the Illumina/Grail judgment, national competition authorities may currently refer below-threshold transactions to the European Commission only if the transaction: (i) meets the applicable national thresholds, or (ii) can be reviewed under the national call-in powers.
The option in (ii) above has not yet been confirmed by the ECJ but has been used as a ground for referral by the Italian competition authority in the recent Nvidia/Run:ai case (the referral currently pending before the ECJ).
Against this background, several Member States have already adopted "call-in" powers – allowing them to review below-threshold transactions (e.g. Denmark, Hungary, Italy, Slovenia), while others are currently considering the implementation of "call-in" powers (e.g. Belgium, Czech Republic, France, Greece, Netherlands, Poland, Slovakia).
2. To file or not to file?
Following the changes, in addition to transactions which meet the standard turnover thresholds, the Bulgarian Commission for Protection of Competition (the "CPC") will now be able to review transactions in the following two cases:
Based on a voluntary filing
The parties may submit a voluntary filing, if their transaction does not meet the turnover thresholds. The CPC believes that this will further promote legal certainty and stability of transactions.
Based on "call-in" powers
The CPC may exercise its "call-in" powers and request submission of a merger filing for a transaction if two cumulative conditions are met:
- the combined total turnover of the undertakings concerned in Bulgaria exceeds BGN 25 million for the preceding financial year; and
- the transaction raises concerns that it will significantly impede effective competition on the relevant market, in particular due to the creation or strengthening of a dominant position.
The CPC may exercise these powers within six months from completion of the transaction. The undertakings concerned should then submit a filing within the term indicated by the CPC.
3. Key takeaways
No sector is safe
While the reasoning revolved around recent developments in more innovative sectors, such as technology and life sciences, the CPC's powers will not be limited to transactions in these sectors. Rather, the CPC has a broad discretion to "call-in" transactions in any sector, provided that the two cumulative conditions are met.
Navigating regulatory approvals is becoming more complex
Dealmakers are faced with fragmented national framework on below-threshold transactions and increasing scrutiny by national competition authorities. This will be particularly relevant for multi-jurisdictional transactions, where investors should navigate simultaneously through different regulatory regimes and perform in-depth assessments of relevant regulatory approvals.
Limited timeframe to exercise "call-in" powers
On a positive note, the new "call-in" powers of the CPC are explicitly limited in time – i.e. six months from completion of the transaction, which is a relatively short period compared to other jurisdictions.
For assistance with navigating the regulatory complexities of M&A transactions in the region, including merger clearance, please contact a member of the Kinstellar team.
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.
