Control and AMCU review in Ukrainian energy acquisitions
Assess control rights, participant groups, Ukrainian AMCU financial thresholds and pre-closing restrictions, using three dated synthetic transaction cases.
Jurisdiction: Ukraine. Sources reviewed . Highly dynamic conditions. Next scheduled editorial review: . Material rule changes require earlier review.
Assess Ukrainian merger control before agreeing who can direct the energy project or when the parties can implement the transaction. The purchase price and percentage acquired are insufficient on their own. The analysis needs the transaction's legal effects, the participants and their control groups, statutory financial tests and any applicable exception.
AMCU means the Antimonopoly Committee of Ukraine. The legal references below were checked through Mitralex on 31 October 2026. This is a transaction-preparation framework with synthetic examples, not a clearance opinion for a particular buyer, target or fund structure.
Classify the operation before calculating thresholds
Article 22 of the Competition Protection Law identifies concentration events, including acquisitions of control over businesses/assets and the creation of a lasting full-function business by several undertakings. It expressly refers to acquisitions reaching or exceeding 25% or 50% of votes within the stated control framework. An asset transaction, management arrangement or joint venture therefore needs its own classification; the review is not limited to a straightforward share sale.
The article 1 definition of control concerns the ability to exercise decisive influence, directly or indirectly. Examine management rights, contracts and the way decisions can actually be made. A minority holding below 25% does not remove the need to analyse possible decisive influence. Conversely, do not classify every minority protection as control merely because it is called a veto.
Article 22 also distinguishes certain non-full-function joint ventures, which can fall into the concerted-actions analysis instead. A specific exclusion from concentration is not a general exemption from competition law. Internal reorganisations and lender enforcement have their own conditions in that article; do not assume that every transaction inside a group, or every enforcement transfer, is automatically outside review.
Read the decision rights rather than the shareholder headline
Obtain the articles, shareholder agreement, reserved matters, appointment rights, quorum, voting thresholds, deadlock provisions and relevant operating/management contracts. Map how those documents work together, including rights that activate before closing or after a default.
Table — scroll horizontally if needed
| Proposed right | Question for competition counsel | Evidence to supply |
|---|---|---|
| Approval of annual budget or business plan | Can the investor determine or block strategic commercial conduct? | Actual scope, thresholds and fallback rules |
| Veto over investment, financing or key contracts | Is this an operating constraint or a narrowly protective right? | Amount limits, ordinary-course exceptions and practical dependencies |
| Board/management appointments | Who determines composition and decisions, alone or jointly? | Appointment/removal powers, quorum and casting vote |
| Management, lease or asset-use agreement | Does the arrangement confer decisive influence over a business or part? | Duties, instructions, duration, assets and termination |
| Reserved matters before closing | Could control or irreversible integration occur before clearance? | Interim covenants and their effective date |
| Full-function JV | Will the venture operate independently and durably with sufficient resources? | Funding, staff, assets, customers and group dependencies |
Synthetic case: an investor acquires 20% but receives approval rights over the annual business plan, major investment and key management appointments. The figure "20%" does not answer the control question. Counsel must assess those powers, whether they are strategic or protective, and who else must agree. This illustration does not determine that every such arrangement creates joint control.
Establish the participants and the complete group perimeter
Article 23 identifies participants and extends the analysis to relevant persons linked by control. Prepare a before-and-after diagram showing the acquisition vehicle, ultimate controllers, target, relevant seller relationships, subsidiaries and joint-control links. A newly incorporated acquisition SPV can have little turnover while belonging to a much larger participant group.
For a fund structure, investigate the actual management and decision rights rather than assume every fund managed by the same organisation is necessarily inside, or outside, the same control perimeter. Beneficial-ownership records are useful evidence but do not replace the competition-control analysis. Keep a calculation trail from each included entity's accounts to the participant totals.
Do not automatically discard seller-side relationships when the target is an energy SPV. Article 24(3) contains a specific exclusion concerning relationships ending in the concentration when its stated absence-of-Ukrainian-assets/activity conditions are met. Establish whether it applies to the facts, rather than use an unqualified rule that only the isolated target counts. Also review the two-year aggregation rule for specified transactions between the same undertakings in article 24(4).
Apply the financial tests with the correct definitions
Under the checked article 24, a concentration within article 22(2) requires prior permission where either financial route is met:
- Combined financial indicators of all participants, including control relationships abroad, exceed EUR 30 million, and Ukrainian financial indicators of at least two participants, including control relationships, each exceed EUR 4 million; or
- Ukrainian financial indicators of at least one participant, including control relationships, exceed EUR 8 million, and worldwide sales of at least one other participant, including control relationships, exceed EUR 150 million.
The statutory financial indicator is the greater of the specified aggregate asset value at the last financial-year end and aggregate sales for that financial year. Article 24 also sets rules for sales deductions, currency conversion at the relevant NBU year-end rate and special categories. Record the financial year and reconcile the definitions; deal consideration, installed MW and EBITDA are not substitutes for these indicators. The second route refers to another participant's worldwide sales, not simply the same participant meeting both numbers.
The following are three independent invented cases, all with an assumed EUR 1 million acquisition price. Figures are EUR million, already assumed to be calculated correctly for two participant groups A/B under the relevant rules. No exception or separate aggregation changes the examples.
Table — scroll horizontally if needed
| Case | Worldwide financial indicators A / B | Ukrainian financial indicators A / B | Worldwide sales A / B | Financial-test result |
|---|---|---|---|---|
| A | 20 / 15 | 5 / 4.5 | 18 / 12 | Route 1 met: 35 > 30, and both Ukrainian indicators > 4 |
| B | 160 / 12 | 0.3 / 9 | 160 / 12 | Route 2 met: B has 9 > 8 in Ukraine; other participant A has sales 160 > 150 |
| C | 20 / 15 | 5 / 4.0 | 18 / 12 | Neither route met on these assumptions: exactly 4 is not > 4 |
These calculations demonstrate the tests, not permission to close a real transaction. Missing group information can change every row. For cases A/B, meeting a notification test does not establish substantive approval; article 25 addresses the assessment of competitive effects. Article 24 also addresses concentrations prohibited under sanctions law.
Build the approval work into signing and closing
Where clearance is required, article 24(7) prohibits implementation before permission and requires restraint from the stated competition-restricting or irreversible actions. A signed agreement, payment, control right and operational integration can have different effects. Have counsel identify which steps can occur before clearance and which rights must remain conditional. An interim covenant should preserve value without inadvertently delivering the acquired control.
Use controlled disclosure and, where appropriate, a restricted clean-team process for competitively sensitive information. Document recipients, purpose and access. The fact that the parties are negotiating an acquisition does not answer whether detailed pricing, trading or customer information should already be shared.
Article 27 sets distinct review clocks and conditions for standard and simplified procedures. A headline statutory period is not a complete signing-to-closing timetable: group-data collection, preparation, acceptance/completeness and possible further review need their own planning. Confirm the applicable procedure and current requirements before setting a long-stop date. No particular clearance duration is promised here.
Deliver a decision record before committing capital
The transaction team should have a dated record of the operation, control analysis, group perimeter, financial calculations, proposed filing/exception position, relevant markets, approvals, responsible advisers and steps barred before completion. Link each conclusion to the underlying document and list unresolved facts. Align the conditions precedent, information cooperation, responsibility for remedies and consequences of delay or refusal with that analysis.
Red flags are an empty acquisition vehicle presented as the whole buyer group, a small purchase price used to dismiss filing, a veto package omitted from the review, seller-group data excluded without analysis, thresholds rounded down and control rights effective at signing while clearance remains pending. AMCU permission addresses its defined transaction; it does not replace energy licences, land rights, bank consents or other project approvals.
Read the foreign-investor acquisition guide, acquisition/minority/JV comparison and milestone and closing framework. Discuss your mandate with the intended control rights, group-data readiness and approval timetable clearly separated.