Concentration control

The President of UOKiK scrutinises transactions planned by undertakings to ensure that such transactions will not result in effective competition between undertakings on the Polish market being distorted or, in extreme cases, completely eliminated. This applies to business concentration through a merger, the acquisition of control over another entity, the creation of a joint venture, and the acquisition of part of the assets of another undertaking. 

The obligation to notify the President of the Office of the intent to concentrate applies to undertakings whose total turnover exceeded 1 billion euro worldwide or 50 million euro in Poland in the year preceding the notification and they do not benefit from any statutory exemptions in this regard. 

The President of UOKiK approves the concentration if it will not significantly restrict market competition. Otherwise – he prohibits the concentration of undertakings. Concentration may also be permitted under certain conditions – the so-called conditional approval, as long as the fulfilment of these conditions does not lead to a significant restriction of competition. Meanwhile, the so-called extraordinary approval of a transaction leading to a restriction of competition is granted in cases where the transaction will significantly contribute to economic development or technical progress, or will have a positive impact on the national economy. 

If the undertakings proceed with the concentration without the prior approval of the President of UOKiK, they may be fined up to 10 percent of last year’s turnover. An entity may be fined up to PLN 50 million if it fails to provide the Office with information during ongoing proceedings or provides untrue or misleading data and information. 

Concentration control proceedings consist in the assessment of the potential impact of the transaction on the market, based on information provided in applications filed by undertakings and the results of market research conducted by UOKiK. The procedure may be conducted in two stages. Most cases concerning concentration, which do not raise concerns regarding their impact on competition, are resolved at stage 1, which lasts up to one month. Stage 2 of the proceedings is initiated for more complex transactions, which require i.a. further market analysis. In that case, the deadline for examining the application is extended by additional 4 months. 

In addition to analysing cases which are subject to national legislation, UOKiK also gives its opinion on concentration applications filed with the European Commission with regard to the impact of the concentration on the Polish market and, consequently, the possible application to the national authority to oversee them.

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