On 30 March 2022, the Antimonopoly Committee of Ukraine (the AMC) issued its guidance clarifying merger review procedure in Ukraine during the martial law (the Guidance). The main takeaways from the Guidance are the following:
The Guidance does not apply to deals where one of the parties is ultimately controlled by the Russian Federation or Russian citizens supporting aggression against Ukraine, or if the AMC has reasonable grounds to suspect a divestment of assets or shares aimed at circumvention of sanctions imposed for aggression against Ukraine. In these scenarios, the AMC will impose statutory maximum fines.
The Guidance confirms that parties willing to comply with Ukrainian merger control requirements have to notify their transactions in Ukraine without waiting for the martial law to be withdrawn. As Ukrainian law does not regulate the peculiarities of merger control regime during martial law, the AMC offers some practical solutions that will need to be tested in practice and rely heavily on the discretion of the AMC’s officers.
Our team will be more than happy to advise clients on the most efficient way to submit notifications during wartime, as well as to provide practical solutions to protect applicants from fines that may be imposed in the future for closing transactions during martial law.