Poland: Recent Changes In The Merger Control Regime

Last Updated: 4 February 2015
Article by Katarzyna Terlecka and Michal Markowicz

On 18 January 2015, significant amendments to the Polish competition law (Amendment) aimed at making merger control more efficient entered into force. The OCCP also published the secondary legislation (Guidelines), which includes details relevant for the Amendment's practical implementation, on 27 January 2015.

Two phase proceedings

Before the Amendment (OJ.2014.945) came into force, a statutory review period of two months applied to all concentrations, irrespective of their complexity. Even in uncomplicated cases, the authority (Office for Competition and Consumer Protection – "OCCP") often exhausted the entire two-month period to review a notification. The Amendment introduces a two-stage procedure for notifications of a concentration, with those transactions that do not raise competition concerns to be cleared within a month from submitting of the complete notification in a stage one procedure. Merger control experts expect that approximately 80% of the notifications will be covered by this stage.

More complex transactions will be dealt with in a second stage. In phase II, the OCCP has to decide within additional four months (ie. altogether five months) from the initial submitting of the initial notification whether to clear the transaction with or without remedies or whether to prohibit the transaction. This second stage will apply: i) in case of particularly complicated matters, ii) to concentrations that can be expected to significantly impede competition, or iii) in cases where market surveys are required.

As was previously already the case, any OCCP request for information sent to the parties will "stop the clock", which will in practice suspend the above-mentioned review periods.

One can reasonably expect that those merger control filings involving foreign-to-foreign concentrations with no effects in Poland will benefit from the shorter review period under phase one.

De minimis exemptions

Although the general turnover thresholds have not changed (EUR 1 billion worldwide or EUR 50 million in Poland), the Amendment has introduced new de minimis exemptions based on Polish turnover.

In case of mergers, a transaction will be exempted from a notification to the OCCP if the domestic turnover of each of the merging parties did not exceed EUR 10 million in each of the two financial years preceding the transaction.

The same applies to concentrations consisting in the founding of a joint venture. The transaction will be exempted from notification to the OCCP if the domestic turnover of each of the joint venture parents did not exceed EUR 10 million in each of the two financial years preceding the transaction.

The previously applicable EUR 10 million de minimis exemption concerning the takeover of control over an entrepreneur has been extended to cover not only situations in which control is taken over an entrepreneur, but also those in which assets are simultaneously acquired as well.

Deadline for implementing of commitments

Under the previously binding legal framework, a deadline for the implementation of the commitments was disclosed in the text of a decision and thus available to anyone. This practice was heavily criticised by the business community and legal advisors, as in certain cases (eg. an obligation to divest a business) the prospective acquirers were aware of the timeframe in which the business was to be sold. They could use this knowledge in their negotiations with the parties to the transaction. Under the new regime, the deadline for implementing the commitments will not be disclosed to third parties if the addressee of the commitments requests such confidentiality.

Statement of objections

The Amendment has introduced a Statement of Objections ("SO"), which is aimed at increasing companies' certainty as to the result of merger control proceedings. The SO can be issued by the OCCP at any stage of the proceedings. In cases where the significant impediment of competition is probable, the OCCP will issue the SO, thus allowing the parties to become acquainted with the authority's position. The notifying parties are entitled to comment on the OCCP's objections and in practice can propose modifications of the intended concentration. One can expect that SO and the parties' reply to it will become the phase of the merger control proceeding that will directly precede the discussion on the proposed commitments.

Follow-up concentrations

Separate concentrations occurring between the same groups of undertakings are subject to notification to the OCCP if they take place within a period of two years and the added turnover figures of the acquired targets exceed the thresholds of the de minims exemption. This regulation is aimed at preventing firms from circumventing the obligation to notify by splitting a larger transaction into smaller parts that would not qualify for the notification if considered separately.

Amended notification form

The notification form has been reorganized and the level of the information required has been increased slightly. Irrespective of the complexity of the transaction or its effects on the market, all merger control notifications must be submitted using the special notification form template. However, Part II (Sections 8-9), which requires the parties to submit detailed information on the relevant markets and the market conditions as well as the effects of the transaction must only be completed if the transaction gives rise to so called affected markets. The notion of "affected markets" mirrors the concept applied by the European Commission, although the percentage thresholds are slightly different and amount to 20% and 30% for horizontally and vertically affected markets respectively.

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.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions