Recent amendments to the Bulgarian Competition Protection Act

Expanded merger control: CPC-initiated call-in power

A central feature of the amendments is the introduction of a "call-in" mechanism, empowering the CPC to require notification of a concentration within six months of its implementation, even where full notification thresholds are not met. This power applies if:

• the combined turnover of all participating undertakings exceeds BGN 25m in Bulgaria in the previous financial year (the individual turnover threshold is disregarded for this purpose); and
• the transaction raises concerns that effective competition may be significantly impeded, particularly through the creation or strengthening of a dominant position.

This reform targets so-called "killer acquisitions", where established market players acquire innovative but low-revenue competitors, often start-ups, to eliminate potential future competition. The six-month limitation period provides some certainty for transaction parties.

Voluntary notification mechanism

The amendments introduce a voluntary prior notification procedure, enabling parties to notify concentrations that fall below the mandatory thresholds. This offers greater flexibility and allows parties to seek regulatory certainty, particularly in light of the new call-in powers.

Remedies and conditional clearance

Parties may now propose modifications or commitments within their merger notifications.

In-depth investigations

The CPC is now empowered to conduct in-depth investigations where:

·         fast-track assessment raises serious doubts about the impact on competition;

·         proposed remedies are inadequate or require further assessment;

·         an opinion from a specialised regulatory authority is necessary; or

·         there are concerns regarding the actual ownership or financing of the acquiring undertaking.

Sector inquiries and preliminary conclusions

The CPC may adopt and publish preliminary conclusions during sector inquiries, establishing a structured consultation process. Interested parties and associations may submit information or opinions within specified timeframes, enhancing transparency and procedural fairness.

Enhanced on-site inspection powers

The CPC's powers now extend to conducting on-site inspections during sector inquiries, similarly to its existing powers in infringement proceedings.

Cartel settlement procedure

A new settlement mechanism is introduced for cartel cases, allowing defendants to admit participation in exchange for a reduction in sanctions.

Monitoring and ex-post control

Parties subject to CPC decisions must now report on the implementation of imposed measures.

In addition to the above, the CPC is empowered to:

·         conduct ex-post control of decision implementation;

·         perform impact assessments of its decisions; and

·         initiate new proceedings or issue new decisions based on these reviews.

The practical implications of these ex-post powers, particularly regarding the finality of CPC decisions, remain to be tested.

Looking ahead

The recent amendments represent the most significant modernisation of Bulgarian competition law in recent years. While the reforms are expected to enhance enforcement and align with EU practice, their impact on legal certainty and the effectiveness of competition control will become clearer as they are applied in practice.