Main Developments in Competition Law and Policy 2025 – Estonia

2025 can be characterised as the year in which Estonia’s competition enforcement system finally reached the end of its transitional phase. With the ECN+‑related amendments now fully in force, attention can shift back to substantive enforcement. At the same time, most practitioners recognise that the relatively complex, Nordic‑inspired model—and certain drafting deficiencies in the legislation—may still create unexpected challenges going forward.

In parallel, merger control and ongoing investigations continued to demand significant resources, keeping competition practitioners occupied late into the night.

Legislative changes – New Rules, New Risks ... New Hope?

The most consequential development in Estonia’s competition law framework in recent years is the long‑anticipated implementation of the ECN+ framework. Estonia completed the transposition more than four years after the deadline, a delay that reflected not only the technical complexity of the reform but also deeper disagreements about directive’s alignment with the national legal order. The reform has a particularly significant impact in Estonia, where it replaces a long‑standing criminal‑law‑based enforcement system with a distinctive hybrid administrative‑misdemeanor model. This will likely reshape the practical enforcement of competition rules for next years.

Under the new framework, competition enforcement follows a two‑track structure. The identification and steps to cease infringements is to take place in administrative supervisory proceedings conducted by the Competition Authority, whereas fines are imposed separately upon the petition of the Competition Authority by county courts in misdemeanor proceedings. This model represents a certain compromise giving additional powers to the Competition Authority and at the same time seeking to ensure that monetary fines are imposed strictly in line with procedural safeguards. Also, said model is somewhat similar to the Nordic approaches where fines are imposed by the courts following an application of the relevant authority.

While the substantive scope of many competition infringements remains unchanged, the sanctions framework has been revised and new procedural offences have been introduced, including obstructing investigative measures or failing to comply with supervisory orders. As a result, the potential financial exposure for undertakings increased significantly. For core infringements such as anti competitive agreements or abuse of dominance fines may reach up to ten percent of an undertaking’s worldwide turnover.

At the same time, the reform also changes how undertakings must engage with investigations. Although the right against self-incrimination remains relevant, undertakings are now subject to a broader duty to cooperate with investigations. Evidence collected in supervisory proceedings may now also be used in subsequent misdemeanor proceedings, provided that the court deems the evidence admissible in misdemeanor proceedings.

As of now, no publicly known cases have yet been brought under the new regime. It therefore remains uncertain how the framework will operate in practice. Developments in 2026 are expected to provide the first indications of how the revised system will be applied and how its procedural innovations will function in enforcement.

The year saw some (muted) discussions about introducing call‑in powers for mergers that fall below the notification thresholds. These exchanges did not lead to any concrete legislative proposals, and it remains uncertain whether the issue will gain momentum in 2026. Value of call in powers under Estonian very low notification thresholds remains quite questionable.

Supervisory proceedings – Not Yet Testing the New Framework

In 2025, the Competition Authority’s activities demonstrated the practical shift from criminal enforcement to a supervisory-led approach. Armed with broader administrative tools, the Authority focused on clarifying market rules and addressing conduct that previously fell into legal gaps. The following cases illustrate how the Authority now navigates the complexities of the new framework to protect competition in various sectors.

No poach agreements among football clubs: Bend it like Beckham

One of the more unusual cases in 2025 arose in the youth football training sector, where an attempted no‑poach arrangement attracted the attention of the Competition Authority. The case originated from an apparent proposal by one football club to a competing club to restrict the recruitment of players and coaches without the prior consent of both parties. Although, based on public information, the proposal was rejected and no agreement was concluded, the attempt nevertheless triggered an initial investigation.

The case was affected by the legislative amendments that reclassified anticompetitive agreements from criminal offences to misdemeanours. The Competition Authority ultimately decided not to initiate misdemeanor proceedings, explaining that an attempt to conclude an anticompetitive agreement is not punishable under the applicable framework.

Instead, the Competition Authority used the case to address wider competition concerns in the sector and issued a formal recommendation. Said recommendation clarified that football clubs and training providers qualify as undertakings for competition law purposes regardless of their non‑profit status and are therefore required to comply with the same rules as any other market participant. The Authority also characterised no‑poach agreements as hardcore restrictions because they limit labour mobility and tend, over time, to have a negative impact on wages and working conditions. Accordingly, clubs were urged to terminate any such existing arrangements, refrain from entering similar agreements in the future, and ensure that players and coaches remain free to choose their place of work. It was also noted that certain recruitment‑related restrictions may be justified in narrowly defined circumstances, provided they are transparent, proportionate, and aimed at legitimate objectives, such as preserving team stability during an ongoing competitive season.

Although the recommendation did not introduce any novel principles in light of developments at EU level, it likely provided the sector with useful clarifications. A more notable aspect is the Authority’s statement that attempts to conclude an anticompetitive agreement are not punishable under the current framework (which is a change from past regime). It remains to be seen whether this issue will be relevant in future cases.

Once Upon a Time in Mergerland: the cinema-saga

The long-running Apollo / Forum Cinemas saga is one of the more complex merger control stories in the Baltic region, raising questions about whether a transaction was structured to circumvent merger review. If ever there would be a case for a Netflix docuseries about competition law then this is it. In 2025, the Competition Authority brought its supervisory proceedings to a close, producing an outcome that stands in contrast to developments in Lithuania.

The Authority examined for years whether MM Grupp, the owner of Apollo cinemas, had effectively implemented the acquisition of Forum Cinemas and later the Coca-Cola Plaza cinema business without prior clearance. The investigation focused on the timing of transactions, financing arrangements, and whether MM Grupp exercised decisive influence despite formal ownership structures that placed a majority stake with another entity. While the Authority argued that the evidence raised suspicions of a potential infringement, it ultimately concluded that it might lack the legislative tools to interfere.

Namely ,the Authority noted that the existing legislative set-up is not clear on the question if it can issue a precept ordering the acquirer to file a merger notice and end possible non-notified case. As the there was no established administrative practice in Estonia for such post-implementation intervention it creating uncertainty as to whether such a decision would withstand judicial review. Hence, the case was terminated.

Across the border, the outcome was different. Lithuanian competition authorities reportedly found that control over Forum Cinemas Lithuania had been acquired and exercised without clearance by restructuring the business. The Authority imposed a €7.5 million fine, and ordered the company to either obtain clearance or unwind the merger’s effects (understandably the case is pending in courts).

Alongside the lack of legal clarity, it remains uncertain whether this ambiguity will constrain the Authority’s readiness to intervene in possible future gun‑jumping cases. It is likewise unclear whether, in circumstances where the Authority elects not to take further steps, arguments alleging a breach of competition law will continue to be advanced.

A Few Good Grocers: Unfair Trading Under Closer Scrutiny

Unfair trading practices for groceries retailers have moved into the spotlight of Estonian competition enforcement in 2025. Since the implementation of the Unfair Trading Practices Directive, this area has attracted noticeably closer and more active scrutiny from the Competition Authority. What stands out is that the Estonian framework goes further than the relevant so called UTP Directive itself.

While the UTP Directive applies only in defined situations and subject to turnover thresholds, Estonian law applies the rules whenever agricultural or food products are sold to a buyer in the supply chain, without the need to assess whether there is an actual imbalance of bargaining power. It is effectively assumed that such imbalance is inherent in these relationships.

Hence, the Authority (being tasked with enforcing the relevant national act) pursued several cases, particularly in the wholesale market for food supplements. The investigations focused on standard contract terms that made payment dependent on onward resale, pushing payment beyond the statutory 30-day deadline, and on clauses requiring suppliers to bear the costs of expired or near-expiry products. These practices were considered unfair, as the applicable legislation requires timely payment and prohibits transferring commercial risk to suppliers. Consequently, the Authority issued binding orders obliging wholesalers to amend their contractual terms and bring them into compliance with the statutory requirements.

In addition to individual cases, the Authority published a guidance note on trading practices and information exchange in price negotiations. The guidance places particular emphasis on the need for transparent and predictable negotiation processes, encouraging buyers to establish clear internal rules on how price change requests are assessed, including reasonable timelines and documentation requirements. It also reiterates that the exchange of strategic or confidential information in the context of negotiations may raise competition law concerns. In this regard, the Authority draws attention to hub-and-spoke scenarios, warning that indirect information exchange between competitors via suppliers or buyers can amount to a prohibited cartel.

One may also draw parallels between the actions of the Estonian Competition Authority and the practice of the Latvian Competition Authority in the area of unfair trading practices. It is likely that this topic will continue to surface in 2026, potentially giving rise to new cases as enforcement practice develops.

Merger control

In 2025, merger control in Estonia continued to be characterised by a substantial number of notifications. The Competition Authority received 46 notifications, adopted 40 decisions and had 10 cases pending at the beginning of 2026. This consistently high workload is primarily attributable to Estonia’s comparatively low notification thresholds, which require clearance where the combined national turnover exceeds €6 million and at least two parties each exceed €2 million, rather than an increase in strategically significant transactions.

Nine cases were referred to an in‑depth (Phase II) review. All Phase II cases concluded in 2025 were cleared, indicating that opening a Phase II review is not necessarily a precursor to prohibition or remedies but may simply reflect the time required to complete the assessment. In some instances, the necessity of initiating a Phase II review could be questioned, considering the nature and complexity of the transaction (there is no challenge to the decision to initiate Phase II). The more complex Phase II cases launched in 2025 are likely to reach their outcome during the first half of 2026.

Market studies – Electric Mobility and Emerging Competition Risks

Compared to 2025, the number of market studies was more limited. The Competition Authority published an in-depth and well research analysis of Estonia’s public charging infrastructure for light electric vehicles, a market developing rapidly.

The study identifies several structural characteristics of the market. Charging infrastructure has developed unevenly, with investment concentrated in urban and densely populated areas where demand is higher and grid connections are more readily available. Rural regions, by contrast, have received significantly less investment. This disparity is particularly relevant in light of Estonia’s low population density.

These patterns are reinforced by high barriers to entry, such as grid connection costs, lengthy approval procedures, and competition for attractive locations which make market entry challenging. As a result, competition increasingly appears to take the form of positioning battles, with operators seeking partnerships and, in some cases, exclusivity arrangements with property owners. The Authority notes that over time such dynamics may create risks, particularly where exclusivity or vertical integration limits access for competing providers.

Another key concern is transparency. Consumers currently lack real-time access to comprehensive information on charger availability and pricing, which can weaken effective competition. To address this, the study recommends establishing a national data access point to improve transparency and comparability across charging services.

While the analysis did not identify widespread or aggressive restrictive practices at this stage, it emphasised that competitive risks may emerge as the market expands. In this context, the Authority highlighted the significance of early decisions concerning access to locations, grid capacity, and cooperation between public and private stakeholders, as these structural choices are likely to shape competitive conditions in the years ahead.

Final remarks

2025 will likely be remembered as the year Estonia’s competition landscape switched genres. The shift from criminal enforcement based solution to a the new framework hybrid will likely bring a new rhythm. This is a year where end credits to Mission: Impossible finally came down. And like any good sequel teaser, the year ended with more questions than answers. Question remains if the new Nordic noir based title will take inspiration from the Shining, the Groundhog Day or if we will just get Lost in Translation. Whatever the answers, 2026 is set to deliver the next instalment, perhaps with fewer shadows than a classic Nordic noir, but surely enough suspense to keep practitioners and compliance teams firmly in their seats. The script is still to be written, but the unknowing actors are in place, and the opening scene is about to roll. Businesses would be wise to stay for the full feature, popcorn optional.