The Office of Competition and Consumer Protection (UOKiK) in Poland has revised its explanations regarding merger control. The updated document specifies the rules for reporting transactions involving the creation of a joint venture with extraterritorial effects.

According to the competition law, mergers must be reported to the President of UOKiK if the total turnover of the participating companies exceeds 1 billion euros worldwide or 50 million euros in Poland. This requirement applies to transactions that have or may have effects in Poland, including actions between companies based outside Poland.

The updated guidelines describe when transactions between foreign entities have effects on the Polish market and must be reported to the President of UOKiK.

There may be uncertainties regarding the effects in Poland, especially for concentrations such as mergers, acquisitions of control, or asset acquisitions. The law specifies that it applies to companies generating turnover in Poland. However, a different assessment may be needed for concentrations involving the creation of a joint venture, where the turnover refers to the capital groups forming the entity, not the joint venture itself.

For example, if two companies decide to establish a joint venture for producing and selling electricity but only in the French market, this concentration would not be subject to UOKiK's control because the new entity's activities will not impact the Polish market.