What Bulgaria's 2026 Competition Law Amendments Mean for Businesses, Practical Compliance Guidance

Bulgaria’s competition law landscape is undergoing its most significant transformation since the country’s accession to the European Union. The 2026 amendments to the Competition Protection Act (CPA) introduce sweeping changes, including a new “excessively high price” prohibition, expanded merger control with powers to unwind so-called killer acquisitions, substantially higher fines, and enhanced investigative tools for the Commission on Protection of Competition (CPC). For businesses operating in or transacting with Bulgaria, the practical question is no longer whether these changes will affect operations but how quickly compliance programmes can be recalibrated to meet the new requirements.

Executive Summary, What Changed and the Immediate Decisions for Business

The 2026 competition protection act amendments reshape three pillars of Bulgarian competition enforcement. First, a new standalone prohibition on “excessively high prices” introduces the concept of a “fair price,” enabling the CPC to challenge pricing practices by dominant undertakings without relying solely on traditional abuse-of-dominance analysis. Second, merger control thresholds and remedial powers have been expanded, giving the regulator authority to require the unwind of completed transactions that eliminate nascent competition. Third, fines have been increased and the CPC has been granted broader investigative powers, including strengthened dawn-raid capabilities.

Industry observers expect the practical impact to be felt most acutely in concentrated sectors, pharmaceuticals, energy, food retail and digital platforms, where pricing power and acquisition strategies are already under scrutiny. The likely practical effect will be a shift in the burden on companies to demonstrate, proactively and with documentary evidence, that their pricing and deal-making practices are justified.

Immediate actions businesses should prioritise:

• Within 7 days: Circulate board-level briefing on the amendments; instruct pricing and M&A teams to pause and review pending decisions.
• Within 30–90 days: Audit existing pricing policies and pending transactions against the new rules; update compliance manuals.
• Within 90–180 days: Implement ongoing monitoring, document-retention protocols and staff training; stress-test M&A pipeline for unwind risk.

Background: Bulgaria’s Competition Protection Act and Why 2026 Matters

Bulgaria’s competition framework is anchored in the Competition Protection Act, first enacted in 2008 and subsequently amended to align with EU directives and ECN (European Competition Network) best practices. The Act is administered by the CPC, an independent specialised state body authorised to enforce national and EU competition rules, including Articles 101 and 102 TFEU. The two main rules at the heart of any competition law system, including Bulgaria’s, are the prohibition of anti-competitive agreements (cartels, vertical restraints) and the prohibition of abuse of a dominant position. Bulgaria’s CPA mirrors these pillars while also covering merger control and unfair competition.

How Bulgarian Law Interacts with EU Competition Law

As an EU Member State, Bulgaria applies EU competition rules in parallel with domestic legislation. The CPC acts as the national competition authority within the European Competition Network, coordinating with the European Commission on cases with a cross-border dimension. The 2026 amendments go further than current EU requirements in certain respects, particularly the standalone excessively high price prohibition, which means businesses must comply with both EU and the more stringent national rules simultaneously.

Key Changes Introduced in the 2026 Amendments to Competition Law Bulgaria

The amendments adopted through parliamentary first reading in 2026 introduce four distinct categories of change, each carrying immediate compliance implications for businesses. Below is a detailed breakdown.

New “Excessively High Price” and “Fair Price” Concepts

The most significant substantive addition is the introduction of a standalone prohibition on charging excessively high prices. Under the pre-2026 regime, pricing abuses were addressed exclusively through the abuse-of-dominance framework, which required establishing both dominance and an exploitative element. The new provisions introduce a “fair price” benchmark, enabling the CPC to assess whether prices charged by dominant undertakings bear a reasonable relationship to the economic value of the goods or services supplied. Undertakings with significant market power, not exclusively those holding a dominant position under the traditional test, can now be subject to scrutiny. This means multi-product retailers, pharmaceutical distributors and energy suppliers with concentrated market shares face heightened exposure to pricing investigations.

Expanded Merger Control Scope and New Thresholds

The amendments broaden the CPC’s merger control jurisdiction by adjusting turnover thresholds and introducing a transaction-value test. This is designed to capture acquisitions of high-value start-ups and innovation-driven targets that may fall below traditional turnover-based thresholds but nevertheless represent a competitive threat, the so-called killer acquisitions in Bulgaria. The CPC also gains the power to review transactions below the standard thresholds where it identifies a risk to competition, subject to procedural safeguards.

Stronger Enforcement Powers and Higher Fines

Fine ceilings have been increased, and new aggravating factors, including repeated infringement, obstruction of investigations and the economic significance of the affected market, now apply. The CPC’s investigative toolkit has been expanded with strengthened provisions for dawn raids, electronic evidence seizure and compelled production of documents, including from third parties.

Special Remedies: Unwind of Killer Acquisitions

For the first time, the CPC can order the unwind (divestiture or structural separation) of a completed acquisition if it is found to have been designed to eliminate a nascent competitor. This remedy was previously unavailable under Bulgarian law and represents a significant new risk factor for M&A transactions.

Pricing Risk, What the Excessively High Price Ban Means in Practice

The introduction of the excessively high price ban is the single most disruptive change for day-to-day commercial operations. The legal test, as introduced by the amendments, evaluates whether the price charged by a dominant or market-powerful undertaking is significantly and persistently above the competitive benchmark, taking into account production costs, comparable market prices and the economic value of the product or service. The burden of establishing an infringement rests initially with the CPC, but once a prima facie case is made, the undertaking is expected to provide justification.

Defences available to companies include demonstrating that prices reflect genuine cost increases (raw materials, energy, supply-chain disruption), temporary scarcity, innovation premiums or quality differentials. However, industry observers expect the CPC to scrutinise these defences rigorously, particularly in sectors with inelastic demand such as pharmaceuticals, essential foodstuffs and energy.

How to Document Pricing Decisions

Proactive documentation is the single most effective defence against a pricing investigation. Companies should implement the following:

• Cost-basis records: Maintain contemporaneous records linking each price change to underlying cost movements.
• Market benchmarking: Periodically compare prices against competitors and EU averages; retain reports.
• Board-level approval: Ensure significant price increases are approved at an appropriate governance level with written rationale.
• Third-party validation: In high-risk sectors, commission independent economic analysis to support pricing decisions.

Suggested Internal Controls and Scripts for Procurement Teams

Procurement and sales teams should be trained to avoid language that could be interpreted as exploitative pricing intent. Internal policies should require that all pricing communications, including emails and messaging, reference objective cost and market data. Template scripts for customer-facing teams should be developed to explain price adjustments using documented, defensible language. Companies in concentrated markets should consider appointing a dedicated pricing compliance officer or assigning this responsibility to an existing compliance function.

Merger Control Bulgaria, Notification, Risk Factors and New Remedies

The 2026 amendments substantially reshape merger control in Bulgaria. The expanded scope means that a broader range of transactions will require CPC notification, and the consequences of failing to notify, or of completing a transaction that subsequently raises competition concerns, are significantly more severe.

When to File: A Decision Framework

Companies contemplating an acquisition, merger or joint venture in Bulgaria should work through the following decision framework:

1. Do the parties’ combined turnovers in Bulgaria exceed the notification thresholds? If yes, mandatory pre-completion notification applies.
2. If turnovers fall below traditional thresholds, does the transaction value exceed the new value-based threshold? If yes, notification may be required under the expanded scope.
3. Does the target operate in a market where the acquirer already holds significant market share? If yes, the CPC may assert jurisdiction even below thresholds where it identifies a risk to competition.
4. Could the transaction be characterised as a killer acquisition? Indicators include: the target is a start-up or innovator with limited revenue but significant competitive potential; the acquirer is a dominant incumbent; and the acquisition would eliminate a future competitive constraint.

Where any of these indicators are present, early legal advice is essential before signing or closing.

Deal Safeguards and Contract Clauses

Given the unwind risk now available to the CPC, deal documentation should include robust protective provisions:

• Standstill obligations: Ensure no integration steps are taken before CPC clearance is obtained.
• Notification covenants: Require both parties to cooperate fully with any CPC review, including provision of economic data and market analysis.
• Escrow mechanisms: Consider placing a portion of the purchase price in escrow, released only upon final clearance or expiry of the review period.
• Break fees: Negotiate reverse break fees to compensate the target if the transaction is blocked or unwound.

Bulgarian Competition Enforcement, Fines, Investigative Powers and What to Expect

The CPC’s enforcement capabilities have been materially upgraded under the 2026 amendments. Companies should expect a more active, better-resourced regulator with stronger tools and higher penalties.

Key enforcement changes include:

• Dawn raids: The CPC can now conduct unannounced inspections with expanded powers to search electronic devices, cloud storage and messaging platforms.
• Third-party compulsion: The CPC can require information from third parties, including customers, suppliers and professional advisors (subject to legal privilege).
• Fines for unfair pricing: The new fine framework introduces escalating penalties based on the severity, duration and market impact of the infringement, with aggravating factors for repeat offenders and those who obstruct investigations.
• Leniency and cooperation: Companies that self-report infringements or cooperate fully with investigations may benefit from reduced fines, aligning Bulgaria’s regime more closely with EU best practice.

Responding to an Investigation, Immediate Steps

If the CPC initiates an investigation or conducts a dawn raid, the following immediate steps are critical:

• Contact external competition counsel immediately. Do not attempt to manage the investigation internally.
• Preserve all documents. Issue an immediate litigation hold covering electronic and physical records.
• Cooperate with investigators but limit voluntary statements. Employees should answer factual questions but avoid speculation or volunteering information beyond what is requested.
• Record the scope of the investigation. Note the names and credentials of all investigators, the legal basis cited, and the documents or data seized.
• Assert legal privilege where applicable. Bulgarian law recognises privilege for communications between an undertaking and its external legal counsel. Internal counsel communications may not receive the same protection.

Record Preservation and Legal Privilege in Bulgaria

Under Bulgarian law, legal professional privilege attaches to communications with external lawyers admitted to the Bulgarian bar or an EU bar. In-house counsel communications are generally not privileged in the same way. Companies should therefore route sensitive competition-law advice through external counsel and clearly mark privileged documents. Document-retention policies should be reviewed to ensure that records relevant to pricing, market analysis and merger decisions are preserved for the retention periods the CPC may require during an investigation.

Practical Compliance Checklist Competition Law, Immediate, 30–90–180 Day and Long-Term Actions

This checklist is the core operational deliverable for businesses seeking to comply with the 2026 amendments. Each action identifies the responsible function and the evidence required.

Immediate (Within 7 Days)

• Action: Board-level briefing on amendments. Owner: General Counsel. Evidence: Board minutes, briefing memo.
• Action: Litigation hold on all pricing and M&A documents. Owner: General Counsel / IT. Evidence: Hold notice, confirmation receipts.
• Action: Identify products or services in concentrated markets. Owner: CFO / Head of Sales. Evidence: Market-share analysis.

Short-Term (30–90 Days)

• Action: Full audit of pricing policies against the “fair price” benchmark. Owner: CFO / Compliance Officer. Evidence: Audit report, cost-basis documentation.
• Action: Review all pending and pipeline M&A transactions for notification obligations. Owner: M&A Lead / External Counsel. Evidence: Transaction review memo.
• Action: Update compliance manual with new provisions. Owner: General Counsel. Evidence: Revised manual, distribution log.
• Action: Update standard contract templates (SPA, distribution agreements). Owner: Legal / Commercial. Evidence: Revised templates.

Medium-Term (90–180 Days)

• Action: Staff training on pricing documentation, dawn-raid response and investigation protocols. Owner: General Counsel / HR. Evidence: Training materials, attendance records.
• Action: Implement ongoing price-monitoring system linked to cost data. Owner: CFO / IT. Evidence: System documentation, sample reports.
• Action: Stress-test M&A pipeline for killer-acquisition risk. Owner: M&A Lead / External Counsel. Evidence: Risk assessment memo.

Ongoing (Policy and Monitoring)

• Action: Quarterly compliance review of pricing and market-share data. Owner: Compliance Officer. Evidence: Quarterly compliance reports.
• Action: Annual competition-law audit by external counsel. Owner: General Counsel. Evidence: Audit report and remediation plan.
• Action: Monitor CPC guidance, decisions and enforcement trends. Owner: General Counsel / External Counsel. Evidence: Monitoring log, regulatory digest.

M&A Playbook: Drafting Protections for Target and Buyer

The unwind remedy fundamentally changes the risk calculus for M&A transactions in Bulgaria. Both buyers and targets should insist on protective provisions that allocate and mitigate this new regulatory risk.

Key clauses to include:

• Competition representations: The target should represent that it has not received any indication of CPC interest and that its market position does not trigger killer-acquisition indicators.
• Pre-closing covenants: The target agrees to operate independently pending clearance; the buyer agrees not to exercise control or influence over the target’s competitive behaviour.
• Notification covenants: Both parties covenant to file all required notifications promptly and to cooperate with CPC information requests.
• Escrow triggers: A portion of the purchase price remains in escrow until the earlier of CPC clearance or the expiry of the statutory review window.
• Reverse break fees: The buyer agrees to pay a reverse break fee if the deal is blocked or unwound due to competition concerns, compensating the target for disruption and deal costs.

When to Insist on Break Fees and Remedies

Break-fee provisions are particularly important where the target operates in a market in which the buyer already holds a significant position, where the target is an innovation-driven start-up with limited revenue, or where the transaction has been publicly announced before CPC clearance is obtained. Early indications suggest that deal teams are already beginning to price regulatory risk more explicitly into transaction structures.

Case Scenarios, Worked Examples

The following anonymised scenarios illustrate how the 2026 amendments might apply in practice.

Scenario 1: Pricing Allegation in Pharmaceutical Distribution

• Situation: A dominant pharmaceutical distributor increases prices for essential medicines by 35% over six months, citing supply-chain disruption.
• CPC response: The regulator initiates a preliminary investigation under the new excessively high price ban, requesting cost-basis documentation.
• What went right: The company had maintained contemporaneous records linking each price increase to documented supplier cost increases.
• What went wrong: Internal emails contained language suggesting the price increase was intended to “maximise margin while competitors are offline”, undermining the cost-shock defence.
• Lesson: Documentation discipline must extend to informal communications.

Scenario 2: Mid-Market Acquisition Flagged as a Killer Acquisition

• Situation: A dominant digital-services provider acquires a start-up with minimal revenue but a rapidly growing user base and a competing technology roadmap.
• CPC response: The CPC asserts jurisdiction under the new transaction-value test and initiates a Phase II review, signalling possible unwind.
• What went right: The buyer had included robust escrow and reverse-break-fee provisions in the SPA.
• What went wrong: The parties failed to file a voluntary pre-notification, missing the opportunity to engage the CPC early and shape the remedy discussion.
• Lesson: For transactions with killer-acquisition indicators, voluntary pre-notification is a strategic advantage.

Scenario 3: CPC Dawn Raid at a Food Retailer

• Situation: CPC investigators arrive unannounced at the headquarters of a major food retailer, citing the new electronic-seizure powers.
• CPC response: Investigators request access to pricing databases, email servers and mobile devices of senior commercial staff.
• What went right: The company had a dawn-raid protocol in place; external counsel arrived within 45 minutes; a designated compliance officer managed the process.
• What went wrong: One employee deleted messages from a mobile device during the inspection, triggering a separate obstruction investigation.
• Lesson: Staff training must explicitly prohibit document destruction during or in anticipation of an investigation.

Conclusion, Competition Law Bulgaria Demands Immediate Action

The 2026 amendments to Bulgaria’s Competition Protection Act represent a step change in the country’s competition enforcement regime. The new excessively high price prohibition, expanded merger control powers, killer-acquisition unwind remedy and higher fines collectively create a materially different compliance environment from the one that existed even twelve months ago. Businesses that treat these amendments as a distant legislative development rather than an immediate operational priority risk enforcement action, substantial financial penalties and, in the case of M&A, the forced unwind of completed transactions.

The essential first step is to conduct an immediate assessment of exposure: identify which products, markets and pending transactions are affected, and begin building the documentary and procedural framework that will serve as both a compliance programme and a defence in any investigation. Companies operating in Bulgaria’s most concentrated sectors, pharmaceuticals, energy, food retail and digital services, face the most urgent timeline. Competition law in Bulgaria now demands not just legal awareness but operational readiness, and businesses that act decisively in the coming weeks will be best positioned to navigate the new regulatory landscape.

Sources

1. Protection of Competition Act, Ministry of Finance (Bulgaria)
2. Commission on Protection of Competition (CPC), English Homepage
3. CPC, Law on Protection of Competition (CPCLAW)
4. Wolf Theiss, Bulgaria Enhances Competition Law Enforcement
5. CMS, Bulgaria: New Competition Law
6. Chambers & Partners, Competition/Antitrust Bulgaria
7. Georgiev, Todorov & Co, Competition Law in Bulgaria: Overview