Main Developments in Competition Law and Policy 2025 - Bulgaria

The year 2025 marked a dynamic and period of important developments in Bulgarian competition law and policy, characterised by notable legislative reforms and enhanced enforcement activity. The most prominent development was the amendment of the Bulgarian Competition Protection Act (CPA), which introduced important changes to the country's competition law framework, while bringing it into closer alignment with European Union standards.

Beyond legislative reform, the Commission on Protection of Competition ("CPC" or the "Authority") maintained a rigorous, proactive enforcement agenda. Merger control proceedings featured prominently, with the authority conducting also one in-depth Phase 2 review. Enforcement efforts also extended to abuse of dominance cases, whilst the Commission launched sector inquiries to examine competitive dynamics in key markets.

These developments reflect Bulgaria's commitment to maintaining a competitive market environment and signal a potentially more active enforcement posture going forward.

This paper provides an overview of these developments.

Legislative Changes

Significant amendments to the CPA have been enacted and are in force since November 7^th, 2025. These amendments tend to address a clear understanding of today's competition law challenges and are incentivized by a stronger alignment with European Union competition law and practice, as well as with the standards set by other European jurisdictions.

The amendments introduce important reforms across key areas, including merger control, sector inquiries, infringement proceedings, and monitoring mechanisms.

Merger control

Voluntary Notification Mechanism

The amendments to the CPA introduce a voluntary prior notification procedure, allowing parties to notify concentrations to the CPC, even where the mandatory notification thresholds are not met. This represents a significant shift towards a more flexible merger control regime, which could be seen as an opportunity for parties to proactively seek regulatory certainty for transactions falling below statutory thresholds, but which may nonetheless raise competition concerns.

Authority-Initiated Call-In Power

The most significant amendment is without doubt the introduced call-in power, where the Authority might require notification of a concentration, within six months from its implementation, even where full notification thresholds are not met. The "call-in" mechanism applies, provided two conditions are satisfied:

-        The Threshold Condition

Only the combined turnover threshold needs to be satisfied (i.e., the combined turnover of all participating undertakings exceeds BGN 25 million in Bulgaria during the previous financial year), while the individual turnover threshold (BGN 3 million) becomes irrelevant for this purpose.

-        The Substantive Condition

The transaction must raise concerns that effective competition in the relevant market will be significantly impeded, particularly through the creation or strengthening of a dominant position.

This particular amendment to the CPA is incentivized and responds to the 'killer acquisitions' concern, targeting circumstances in which established or dominant undertakings acquire innovative smaller rivals—frequently start-ups—with the purpose of pre-empting potential future competition.

Other merger control related amendments include Remedies Proposals in Notifications and In-depth investigation.

Sector Inquiries and Investigations

Preliminary Conclusions Procedure

In connection with the performance of a sector inquiry, the Commission may, in the course of the investigation, adopt preliminary conclusions on the state of competition in the sector, establishing a structured consultation process for interested parties.

The procedural framework includes, by enhancing transparency and procedural fairness, the possibility for the Authority to publish preliminary findings on the state of competition in the investigated sector, and for all interested parties, sector participants, and their associations to submit information or opinions within a specified timeframe.

On-Site Inspection Powers

Significantly, the Authority will acquire powers to conduct also on-site inspections during sector inquiries, mirroring its existing powers in infringement proceedings.

Cartels: Settlement Procedure

New Settlement Mechanism

A new settlement procedure is introduced for cartel cases, initiated at the request of a defendant willing to admit participation in the infringement. A reduction in the sanction for that undertaking is envisaged.

Monitoring and Ex-Post Control

Implementation Reporting Obligations

Parties subject to Authority decisions will face new obligations to report timely on the implementation of decisions ordering the termination of an infringement, imposing behavioural and/or structural measures, the cessation of unfair commercial practices or the fulfilment of other conditions or obligations.

Ex-Post Control and Impact Assessment

More importantly, the Authority will be empowered to:

•        Conduct ex-post control of decision implementation on its own initiative

•        Perform ex-post impact assessments of its decisions

•        Initiate new proceedings and issue new decisions based on these reviews.

Merger control

The CPC continues to enforce robustly Bulgarian merger control rules. In 2025 the Bulgarian Competition Authority had 39 merger investigations.

Phoenix Bulgaria EOOD acquiring 47 Medea pharmacies

One notable merger involves the acquisition by Phoenix Bulgaria of the right to lease 47 Medea pharmacies and the right to ownership of certain intangible and tangible assets used in the operation of the pharmacies on the territory of Bulgaria1.

Raising concerns about the planned concentration, and in particular that its implementation would significantly impede effective competition in the relevant affected markets, the Commission initiated an in-depth investigation of the possible anti-competitive effects of the transaction Публичен електронен регистър на Комисия за защита на конкуренцията (КЗК) – официални решения, производства и документи.

On 18 December 2025, the Commission has conditionally approved Phoenix Bulgaria EOOD to acquire control over the 47 Medea pharmacies. During the in-depth investigation, Phoenix Bulgaria proposed measures to preserve competition, that the Commission assessed and determined in light of eliminating the potential anti-competitive effects of the merger. Thus, within six months of the decision, Phoenix must update its "General Terms and Conditions of Delivery" to ensure the transparent and non-discriminatory distribution of prescription drugs for which the company is the exclusive distributor on the Bulgarian market. In addition, an independent audit of the pharmacy software product of Phoenix Pharma will be carried out to ensure that the company does not gain access to competition-sensitive data through it Комисия за защита на конкуренцията - Комисия за защита на конкуренцията.

The Phase 2 reviews remain rather infrequent in Bulgarian merger control practice. Through this particular case, the in-depth investigation illustrates, among other things, the approach that the Commission applies when exercising its powers in the interests of protecting fair competition and protecting the interests of Bulgarian consumers.

Cartels

Investigations

The CPC has received a signal, containing information about a possible violation of Article 15, paragraph 1 of the CPA by the companies MASTER-PIK EAD, BOLKAN MEAL EOOD, and PARTY FOOD AD, expressing suspicion of the existence of a prohibited agreement and/or concerted practice for manipulating public procurement procedures covering the preparation and delivery of food for the needs of medical establishments. Doubts are being expressed also about the nature of the tender procedure chosen by the contracting authorities - a "direct negotiation" type procedure. A distinctive feature of this type of procedure is that "the executive directors of state hospitals themselves subjectively determine which companies to invite to participate." The report describes that the type of procedures applied "are not competitive and allow for the coordination of price offers after their submission," and that the three companies, above mentioned, divide the market for the preparation and delivery of food to large state hospitals.

On 18 December 2025, the CPC has initiated proceedings to establish a possible violation of Article 15 of the Competition Protection Act, consisting of a prohibited agreement aimed at manipulating public procurement procedures for the "Preparation and delivery of ready-made meals for various diets for hospital catering" by MASTER-PIK EAD, BOLKAN MEAL EOOD, and PARTY FOOD AD Публичен електронен регистър на Комисия за защита на конкуренцията (КЗК) – официални решения, производства и документи.

Abuse of dominance: cases

Lukoil

On June 16, 2025, following signals to the CPC, containing information about deliberate restrictions on the import and wholesale trade of fuels in the country by Lukoil, claiming amendments to the Lukoil's pricing policy, which does not lead to the termination of the abuse of a dominant position on the wholesale market for motor fuels in Bulgaria, as previously established by the CPC, the Authority has initiated proceedings to establish a possible violation of Article 21 of the CPA and/or Article 102 of the TFEU (abuse of dominant position) by Lukoil in connection with the commercial policy and strategy of the companies on the vertically related markets for the sale of A-95H petrol and diesel fuel (proceedings CPC/476/2025).

Previously, the CPC has imposed sanctions on companies of the Lukoil Group for abuse of dominant position, in particular by failure to provide access to importers and producers of automotive fuels, and by applying a price squeeze to the company's competitors in the wholesale of motor fuels) (CPC proceedings 255/2020 and 864/274/2021). For both violations, the CPC imposed sanctions on the companies of the Lukoil Group amounting to a total of BGN 262,907,629.

Preliminary ruling requests

In relation with the sanctions that the CPC imposed on the companies of the Lukoil Group for abuse of dominance (CPC Decision No. 332/2023 and Decision No. 184/2023), the Administrative Court – Sofia region initiated preliminary references related to the judicial review of the above-mentioned decisions, which are among the rare cases in which a Bulgarian jurisdiction has referred questions to the Court of Justice, specifically in the area of competition law.

On 10 April 2025, two hearings were held in the Court of Justice of the European Union (CJEU) (cases C-245/24 and C-260/24).

In case C-245/24 the Administrative Court – Sofia Region is asking the Court of Justice whether, where different forms of conduct – some classified as refusal to grant access to an essential facility and others as a restraint of trade – are grouped into a common strategy, it is permissible to find a single infringement under Article 102 TFEU or whether separate infringements should be identified2. The Court also makes reference to the applicability of the Broner case, asking the Court of Justice whether the application of the Bronner test must be excluded in cases of alleged refusal to supply under Article 102 TFEU whenever the undertaking in a dominant position in relation to the essential facility has received public funding, or whether it is necessary to assess the amount of the investment and the performance of the privatisation contract/concession, as well as whether the investment was made in connection with fulfilling the investment contract/concession or on the undertaking's own initiative. The CJEU rendered its decision on December 18, 20253.

In case C-260/24 the referring Bulgarian court asked the Court of Justice whether a margin squeeze infringement required the identification of two vertically related relevant markets – namely, an upstream and a downstream market – and whether, in relation to those two markets, the competition authority must, when bringing the accusation and adopting its final decision, make statements of fact concerning the size of the markets, the market participants and their respective market shares, including those of the undertaking alleged to hold a dominant position4. The CJEU rendered its decision in on December 18, 20255.

Elektrorazpredelenie Sever AD

In cases No. CPC-827/2022 and Case No. CPC-1077/2023, initiated on the basis of Article 38, paragraph 1, item 3 of the CPA in connection with requests to establish a possible violation under Article 21 of the CPA by "Elektrorazpredelenie Sever" AD (ERP Sever) related to the imposition of unfair commercial conditions, restriction of the production of electricity from renewable sources to the detriment of consumers, and applying different conditions for the same type of contracts with regard to certain partners, as well for refusing to connect an electricity producer to the electricity distribution network and applying different conditions for the same type of contracts in relation to certain partners, thereby placing them in an unequal position as competitors, the CPC has found that there was no violation Публичен електронен регистър на Комисия за защита на конкуренцията (КЗК) – официални решения, производства и документи.

Sector inquiries

In 2025, the Authority had launched several sector inquiries in major industries, such as:

-      the market for management of waste electrical and electronic equipment;

-      the food market and

-      the pharmaceuticals market.

As part of its sectoral analysis on the food market, the CPC held an expert meeting with representatives of the Association for Modern Trade. A number of similar meetings have also been held with industry organisations representing producers and processors.

The large-scale study of foodstuffs examines the entire supply chain – from the producer to the retailer, the aim being to identify structural problems and possible distortions in the competitive environment and to propose effective measures to overcome them; raising issues about the lack of effective control over the quality of products produced in the country, unregulated imports from third countries, and the existence of a grey sector in the industry.

The interim sectoral analysis of the state of competition in the food market reveals serious structural distortions throughout the supply chain. The study shows that vertically integrated markets—production, processing, wholesale, and cross-border trade—have a direct impact on retail competition, the most serious distortions being observed in the supply chain for milk and dairy products. The sector is highly concentrated, which is why, the Authority is envisaging a review of the concentrations, that were cleared in recent years. The analysis indicates that the lack of national quality standards, insufficient institutional control, high production costs, and labor shortages are exacerbating problems in production and processing.

The analysis also covers the regional coverage and pricing policy of large retail chains. Bulgaria is among the countries with the lowest regulatory barriers to entry into the sector, both in terms of opening and operating new retail outlets, the data show.

The CPC examined the pricing policy of ten large retail chains for June, July, and August this year, concluding that there was no evidence of a coordinated speculative increase in prices in connection with the introduction of the euro. At the same time, extremely high retail markups are reported, formed by trade discounts on the delivery prices of manufacturers and by the additional markup on the delivery price set by the chains. The highest markups recorded are 77% for milk, 82% for cheese, and 91% for yellow cheese.

In conclusion, the Authority assesses that high trade markups, especially after significant discounts on delivery prices, can distort the market as they put strong pressure on producers, limit their pricing freedom, reduce profitability, and make it difficult to negotiate with retail chains. The recommendations in the interim report include encouraging cooperation, creating short supply chains, introducing national quality standards, strengthening institutional control, targeting funding for the processing sector, and increasing transparency in the commercial practices of chains.

The CPC is moving on to in-depth investigation in three areas:

-      the structure of the retail market in socio-economically underdeveloped regions with low purchasing power and a concentration of traders;

-      pricing policy, discounts, markups, and trading conditions between suppliers and retailers; and

-      the markets for the production, processing, and trade of milk and dairy products.

In the context of the sector inquiry on the market for management of waste electrical and electronic equipment, given the importance of the sector for the economy and the environment, the CPC intends to examine the entire chain, from the placing on the market of electrical and electronic equipment to waste collection, recycling, and recovery activities. The aim of the sector analysis is to provide a detailed assessment of the structure and functioning of the market, from the entry of equipment onto the market, through the generation and collection of waste, to its recovery. Particular attention will be paid to how license fees are set and how they affect the prices of electrical and electronic equipment and the end user. Based on the results, it will be assessed whether follow-up measures are needed to restore or promote effective competition in the sector.

In the context of the sector inquiry in the pharmaceuticals sector, the Authority has identified two key problem areas in the country's pharmaceutical market: the first corresponding to the parallel export of medicines and the applicable regime for tracking the availability of medicinal products on the Positive Drug List (PDL), and the second related to the vertical concentrations in the sector, which, given the existing regulatory restriction on the registration of up to four pharmacies by one person, are carried out by circumventing the ban through the creation of a network of formally independent companies.

The initial analysis shows the need to take measures to improve regulatory regulations in the two areas mentioned. The proceedings also examine other suspected violations, such as unequal treatment of pharmacies by wholesalers, restrictions on the supply of certain products, and other actions that may lead to a distortion of competition and harm patients' rights.

Preliminary investigations

As part of its monitoring of the food sector and in connection with media reports of an expected increase in sunflower oil prices due to reduced oilseed sunflower yields in the country in 2025, the CPC has launched a preliminary investigation into possible antitrust violations in the sector. The investigation aims to determine whether there are anti-competitive practices or market distortions that could lead to unjustified price increases for sunflower oil.

Producers of unrefined and refined sunflower oil have been asked to provide data on the structure of the economic group in which they participate, main suppliers of raw materials, production volumes and the intended use of the quantities produced - for the domestic market, for export or for their own needs. Producers should provide information on raw material availability, alternative supply channels, delivery difficulties, distribution channels used, etc.

The Ministry of Agriculture and Food has been asked to provide information on oilseed sunflower producers in the country, as well as an assessment of whether the expected yield will meet market demand by the end of 2025. The preliminary study aims to determine whether there are objective circumstances for price changes. It must establish whether there are practices that could lead to an unjustified increase in the prices of sunflower oil as a result of possible agreements between market participants, abuse of market power or other anti-competitive violations. The Commission will conduct a thorough analysis of the information gathered and, if there is sufficient evidence of violations, will initiate proceedings.

• 1The author has acted as counsel for Phoenix in this case.
• 2With its decision No. 332/2023, the CPC found that the companies violated Art. 21, para. 2, para. 5 of the Competition Protection Act ("CPA") and Art. 102, para. 'b' of the TFEU, consisting in an abuse of a dominant position on the market for the storage of motor fuels by failing to provide access to importers and producers of automotive fuels in their own tax warehouses, restricting imports by sea by blocking tax warehouses and not providing access to the group's petroleum products, including by refusing access to their key infrastructure. In the main proceedings, the Bulgarian competition authority identified three forms of conduct that it viewed as part of a unified strategy by the Lukoil Group. It based this conclusion on the overall conduct of the undertakings over an extended period, resulting in a common anticompetitive effect.
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  Cases - InfoCuria - Court of Justice of the European Union

• 4In its decision No. 184/2023, the CPC found that Lukoil Bulgaria EOOD had infringed Art. 21 CPA by abusing its dominant position through the application of a price squeeze against its competitors in the wholesale motor fuel market. This conduct is liable to prevent, restrict or distort competition in the fuel markets in that territory and affect the interests of consumers.
• 5https://infocuria.curia.europa.eu/tabs/jurisprudence?sort=DOC_DATE-DESC&searchTerm=%22C-260%2F24%22