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First in-depth M&A investigation under the EU Foreign Subsidies Regulation: What it means for future M&A deals
The EU Foreign Subsidies Regulation (“FSR”) started to apply on 12 July 2023 as another instrument in the EU regulatory toolkit aimed at preventing distortions of competition on the EU internal market. In the spotlight of the framework are foreign subsidies granted to companies carrying out economic activities within the EU in the context of (i) M&A transactions, (ii) public procurement and (iii) other market activities. Foreign subsidies are all financial contributions provided, directly or indirectly, by non-EU countries, including any transfer of financial resources from non-EU countries such as grants, capital injections, loans, tax incentives, credits and funds. In the context of M&A, the FSR imposes
Exclusive distribution agreements in the pharma sector in focus of the Serbian Competition Authority
In Serbia, most of the exclusivity arrangements between pharma companies need to be, prior to their implementation, individually exempt by the Serbian Competition Authority (“SCA”). Most recently, the SCA issued two decisions in the individual exemption process. In one it denied, while, in the other it only conditionally approved individual exemptions for exclusive distribution agreements between pharmaceutical companies. These developments show a noticeable shift in the SCA’s stand towards exclusivity arrangements with the SCA taking a stringent approach, limiting the parties' ability to contract exclusivity arrangements in the sector. Below we provide an overview of the individual exemption application requirement
Ukraine temporarily exempts certain foreign-to-foreign concentrations from merger control requirements
The Ukrainian Competition Law was amended to exempt certain transactions in the military and defence sector from merger control requirements. As a result of these amendments, merger control requirements in Ukraine will not apply to foreign-to-foreign concentrations so long as the certain criteria are satisfied. Click on one of the images below or click on the following links to read the alert in English or in Ukrainian. Download in English: Download in Ukrainian:
Significant changes to the Hungarian Competition Act expected in the summer
The latest proposed amendment to the Hungarian Competition Act, recently submitted to the Hungarian Parliament, would enter into force on 1 July 2024, but it has not yet been adopted. The package of amendments would cover several areas, including the introduction of a new concept of undertaking and a new exemption category from the prohibition of restrictive agreements. Undertaking of fundamental principle The proposed amendment would introduce the concept of undertaking of fundamental principle. The Hungarian Competition Authority (HCA) would be able to determine in the context of a competition supervision procedure that an undertaking is of cross-market significance for competition and consumers. To do so, the
AMC increases fines for competition law violations in Ukraine
A so-called Procedure for Determining the Amount of Fines Imposed for the Violation of Laws on the Protection of Economic Competition (the “Procedure”) issued by the Antimonopoly Committee of Ukraine (“AMC”) in 2023, and binding since 21 February 2024, has come into force in Ukraine. The Procedure replaces the earlier AMC Recommendations on the Calculation of Fines for the Violation of Ukrainian Competition Laws. The Procedure allows the AMC to impose significantly higher fines for competition law violations in Ukraine (the percentage imposed may range from 15% to 30% of the revenue on the relevant market depending on the given violation and circumstances). Indeed, we anticipate that the Ukrainian authority will
Settlement procedure: Overview for businesses in light of Ukraine's new competition law
Building on established practices, and taking inspiration from the successful experiences of international partners, the Ukrainian competition authority (the Antimonopoly Committee of Ukraine) has introduced a settlement procedure for cartels and abuse of dominance cases. The procedure became effective on 30 January 2024 within the framework of recent competition law reforms. The procedure is designed as a "win-win" enforcement tool that can both simplify and expedite the adoption of cartel or abuse of dominance decisions, and reduce fines by 15%, provided that defendants meet the respective competition authority eligibility requirements. For more details, please see our leaflet covering this topic in English and
Improved leniency policy: Overview for businesses in light of Ukraine's new competition law
A leniency procedure has been in place in Ukraine for many years. However, available data suggests it has been severely underutilised. A recent first stage of competition law reforms in Ukraine introduced, among other things, an improved leniency policy. The changes, implemented in February 2024, are aimed at aligning the respective local regulations more closely with EU laws. The most noteworthy changes include: in addition to full immunity for a first applicant, the programme offers a reduction in fines for other cartel participants applying for leniency; the possibility to conduct anonymous preliminary consultations with the regulator; a detailed procedure for obtaining a marker.
Coffee industry leaders face EUR 2 million fine and secure a conditional merger before Serbian Competition Authority
On 29 February 2024, the Serbian Competition Authority (the “SCA”) published two detailed decisions involving two largest undertakings on the Serbian coffee market. The first one relates to concerted practices that resulted in a joint fine of approximately EUR 2 million, while the other one relates to the conditional approval of the acquisition of Strauss Adriatic by Atlantic Group. As per data released by the SCA, these two enterprises collectively h approximately 70% to 80% of the coffee market in Serbia, boasting a portfolio that includes the most significant coffee brands in the region. In 2021, the SCA conducted a sectorial analysis encompassing various food markets, including a specific focus on the ground coffee
Dawn raids: Guidelines for businesses in light of Ukraine's new competition law
At present, even though the Antimonopoly Committee of Ukraine (AMC) does not actively conduct inspections, conducting dawn raid inspections is still permissible during martial law. On 6 February 2024, the updated Dawn Raids Procedure was implemented in Ukraine in order to make the process more transparent and lucid. The document outlines the steps that the AMC must take in order to carry out a dawn raid, as well as the step-by-step protocols for each stage of the inspection, such as taking pictures, recording audio or video, seizing or restricting evidence, checking and sealing the premises and other possessions, and copying papers and data storage devices. There are three noteworthy changes to the updated process:
Kinstellar announces new promotions to Counsel
February 2024 – Kinstellar is delighted to announce the promotions to Counsel of: Yerlan Akhmetov, Kuanysh Shekerbekov (Almaty, Kazakhstan), Cătălin Dinu, Cătălin Graure (Bucharest, Romania), Barnabás Sági (Budapest, Hungary), Yulia Eismont, Maksym Tesliar (Kyiv, Ukraine), Michal Forýtek (Prague, Czech Republic), Andrijana Kaštelan, Vedran Kopilović, Marija Vuchetich (Zagreb, Croatia). ALMATY Yerlan Akhmetov focuses on banking and finance, M&A and capital markets matters. Having been with the Firm for nine years, Yerlan has earned a reputation for cultivating strong client relationships, demonstrating leadership qualities and making significant contributions to our firm's success. He has played a key role
Hungarian Government's decree on reducing food inflation to enter into force
The Hungarian government's decree on measures to combat the so-called “shrinkflation” will enter into force on 1 February 2024. “Shrinkflation” refers to the hidden raising of prices by reducing the size of products. The measures apply to pre-packaged products that are sold by retailers in one or more sizes in a uniform appearance. The new measures primarily affect convenience store retailers with a net turnover of more than HUF 1 billion, but also expressly impose obligations on manufacturers. Moreover, the obligations of manufacturers forms the basis of compliance. The manufacturer (or the first distributor/wholesaler in Hungary) is obliged to inform both the retailer and the National Food Chain Safety
Romania transposes the ECN+ Directive, further strengthening the Competition Council’s investigative powers
Facing EU infringement concerns, Romania has finally adopted an ordinance amending the Competition Law no. 21/1996 (the “Competition Law”), aimed at fully transposing into local law EU Directive 1/2019 to empower the competition authorities of the Member States to be more effective enforcers and to ensure the proper functioning of the internal market (the “ECN+ Directive”). This was carried out through Government Emergency Ordinance no. 108/2023 (“GEO 108/2023”), published in the Official Gazette on 6 December 2023. GEO 108/2023 goes further than merely transposing the provisions of the ECN+ Directive (as some of the principles in the directive had already been reflected under national law previously)