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AUSTRIA
Court Decision The Cartel Court, upon application by the Austrian Federal Competition Authority ("AFCA"), has imposed a fine of EUR 540,000 on Securitas Sicherheitsdienstleistungen GmbH and its parent company, Securitas AB. The fine was issued for anti-competitive conduct, including price fixing, price coordination, and/or the exchange of sensitive information with a competitor in relation to three tenders from private clients in the personnel security services market.
The company G4S was however granted leniency in the proceedings. Investigations by the AFCA revealed that between August 2019 and December 2022, Securitas and G4S coordinated their bidding strategies in three private tenders. In particular, they exchanged competitively sensitive and strategic information regarding bid prices, thereby inflating the prices ultimately paid by their contracting partners.
This case once again underscores the AFCA's continued focus on detecting and sanctioning bidding cartels, given that the authority's largest ongoing investigation concerns the Austrian construction cartel. It also highlights the AFCA's broader efforts both in collaboration with the OECD and through its own workshop series to prevent and combat bid rigging in private and public procurement.
AFCA Activity at a Glance
Focus on Energy Sector
Against the backdrop of rising electricity and gas prices, the AFCA and E-Control launched a joint investigation into Austria's electricity and gas markets in early January 2023. In its final report from June 2025, the AFCA issued several recommendations to make the Austrian energy market more competitive, including structural "separations" of different players on the market (i.e. dissolving reciprocal shareholdings between Austrian energy companies).
According to the AFCA, energy providers dominate their respective network areas, holding market shares between 68% and 98%. Furthermore, the authorities concluded that competition only takes place on a local level rather than nationwide, emphasising also the need to distinguish between different customer groups (i.e., large versus small customers). Consequently, concluding that companies in the energy sector should exercise great caution regarding competition rules, as the aforementioned market definition leads to multiple regionally dominant players.
In addition to this investigation, the AFCA is currently investigating under the 'Federal Act on Mitigating the Consequences of Crises and Improving Market Conditions in the Event of Market Dominance by Energy Suppliers'. This legislation was introduced in 2024 following findings by the AFCA and E-Control indicating restricted competition in the electricity and gas markets. Under this law, any energy supplier deviating from standard prices or conditions must provide an objective justification. However, there have not yet been any proceedings since the law is fairly new.
Further, there is currently a legislative discussion of a possibility for the AFCA to implement competitionstimulating measures after the completion of sector inquiry if the finding suggest that competition is damaged in the long term.
Sector inquiry on district heating
In August 2024, the AFCA also launched a sector inquiry into district heating in Austria, as around onethird of households in Austria are supplied with local or district heating. This investigation primarily targets district heating markets and network areas in which major Austrian regional energy suppliers such as Wien Energie, Energie Steiermark, KELAG, Salzburg AG, Energie AG, and EVN operate. The inquiry extends beyond structural factors such as supplier concentration, barriers to entry, and cost structures to include an analysis of market outcomes such as sales prices, revenues, and procurement costs, but will also assess business conditions and practices that may negatively impact consumers. As the authority has highlighted the importance of this sector inquiry on multiple occasions, its results are highly anticipated and could very well lead to further investigations.
BULGARIA
On 23 October 2025, Bulgaria adopted changes to its Competition Protection Act, introducing belowthreshold merger filings.
The legislator and the competition protection authority cited the following reasons for the changes: fast-paced technology developments and innovation, growing number of "killer acquisitions", as well as more legal certainty for investors.
The changes become effective on the day of their promulgation.
Background
Following the ECJ judgment in the Illumina/Grail case in 2024, it became clear that EU Member States may not refer below-threshold transactions to the European Commission if none of the EU Member States has jurisdiction to review the transaction under its national law.
Based on the Illumina/Grail judgment, national competition authorities may currently refer belowthreshold transactions to the European Commission only if the transaction (i) meets the applicable national thresholds, or (ii) can be reviewed under the national call-in powers.
The option in (ii) above has not yet been confirmed by the ECJ but has been used as a ground for referral by the Italian competition authority in the recent Nvidia/Run:ai case (the referral currently pending before the ECJ).
Against this background, several Member States have already adopted "call-in" powers – allowing them to review below-threshold transactions (e.g. Denmark, Hungary, Italy, Slovenia), while others are currently considering the implementation of "callin" powers (e.g. Belgium, Czech Republic, France, Greece, Netherlands, Poland, Slovakia).
To file or not to file?
Following the changes, in addition to transactions which meet the standard turnover thresholds, the Bulgarian Commission for Protection of Competition (the "CPC") will now be able to review transactions in the following two cases:
Based on a voluntary filing
The parties may submit a voluntary filing, if their transaction does not meet the turnover thresholds. The CPC believes that this will further promote legal certainty and stability of transactions.
Based on "call-in" powers
The CPC may exercise its "call-in" powers and request submission of a merger filing for a transaction if two cumulative conditions are met:
The CPC may exercise these powers within 6 months from completion of the transaction. The undertakings concerned should then submit a filing within the term indicated by the CPC.
Key takeaways
No sector is safe
While the reasoning revolved around recent developments in more innovative sectors, such as tech and life sciences, the CPC's powers will not be limited to transactions in these sectors. Rather, the CPC has a broad discretion to "call-in" transactions in any sector, provided that the two cumulative conditions are met.
Navigating regulatory approvals is becoming more complex
Dealmakers are faced with fragmented national framework on below-threshold transactions and increasing scrutiny the by national competition authorities. This will be particularly relevant to multijurisdictional transactions, where investors should
navigate simultaneously through different regulatory regimes and perform in-depth assessments of relevant regulatory approvals.
Limited timeframe to exercise "call-in" powers
On a positive note, the new "call-in" powers of the CPC are explicitly limited in time – i.e. 6 months from completion of the transaction, which is a relatively short period compared to other jurisdictions.
For assistance in navigating the regulatory complexities of doing M&A in the region, including merger clearance, please contact a member of the Kinstellar team.
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