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    Competition Law, Whistleblowers & Vertical Agreements

    Competition-law compliance, safe distribution-channel relationships and a whistleblower-protection roll-out — practical, without paralysing sales or everyday decisions.

    Home Services Competition Law, Whistleblowers, Vertical Agreements

    Competition law increasingly shapes everyday commercial decisions — from pricing policy and distributor agreements, through online sales, to mergers and acquisitions. On top of that comes a new, hard-edged obligation: whistleblower protection. We bring these three related areas together in one team, so you do not have to piece support together from separate providers.

    We help design and implement solutions that reduce the risk of proceedings before the President of UOKiK and the European Commission, keep distribution agreements on the safe side of the regulations, and do not hold the business back. We combine regulatory knowledge with litigation experience — we can build a compliance programme and run the case if a dispute arises.

    What we cover

    Antitrust & merger control

    Antitrust proceedings

    representation before UOKiK in restrictive-practice and abuse-of-dominance matters.

    Merger control

    assessing the filing obligation (Polish and EU thresholds), filing strategy and preparation, deadlines and remedies.

    Inspections & dawn raids

    on-site and follow-up support during and after an inspection.

    Leniency & private enforcement

    leniency applications; damages claims acting for the claimant or the defendant.

    Antitrust compliance

    programmes, audits and training that reduce the risk of proceedings.

    Vertical agreements & distribution

    Distribution & agency agreements

    auditing and drafting distribution, agency, franchise and licensing agreements against the EU Vertical Block Exemption Regulation (VBER, Reg. (EU) 2022/720, in force since June 2022).

    Hardcore restrictions

    assessing risk such as resale price maintenance and territorial or customer allocation.

    Online sales

    permissibility of marketplace restrictions, MFN/parity clauses and channel price differentiation.

    Whistleblower protection

    Reporting-channel implementation

    internal channels and a policy compliant with the Whistleblower Protection Act (2024), implementing EU Directive 2019/1937.

    Gap audit

    whether and from when the obligation applies to you (generally from around 50 people performing gainful work; in certain sectors regardless of headcount).

    Internal investigations

    support running investigations, reviewing HR decisions for retaliation risk, and training for staff handling reports.

    When to reach out

    When you receive a request or notice from UOKiK. When your company is subject to an inspection or dawn raid. When a planned transaction may require a merger filing and the closing deadline is looming. When you are rebuilding your distribution network or expanding into e-commerce and questions arise about pricing, territories or marketplaces. When you have crossed the headcount threshold and do not yet have a whistleblower channel — or the first report has just come in and you do not know how to handle it safely.

    Our approach

    1

    Audit / discovery

    we map the risk: agreements, market practices, procedures.

    2

    Strategy

    we recommend action: from contract amendments to a defence strategy in proceedings.

    3

    Implementation / filing

    we implement procedures or file submissions and notifications.

    4

    Ongoing support

    we monitor changes, train your team, and respond to incidents.

    Executives and counsel analysing market data during a meeting

    Regulatory context

    We operate at the intersection of Polish and EU law: the Act on the Protection of Competition and Consumers and the practice of the President of UOKiK, Articles 101-102 TFEU, the VBER Regulation (EU) 2022/720, and the Whistleblower Protection Act implementing Directive 2019/1937. Specific thresholds, deadlines and sanctions are always assessed against the current legal position of your case.

    Who this is for

    Manufacturers and suppliers building distribution networks, e-commerce and multichannel brands, companies planning mergers or acquisitions, compliance and HR teams implementing whistleblower protection, and entities in regulated sectors.

    Frequently Asked Questions

    Do we notify our merger to UOKiK or to the European Commission?

    Which authority you file with depends on the transaction's turnover thresholds and whether it has an EU dimension — we assess this at the outset and file on the correct side.

    Where the concentration has an EU dimension (sufficiently high EU-wide turnover), the European Commission has exclusive jurisdiction; below that but above the national thresholds, UOKiK reviews it — and closing before clearance (gun-jumping) can attract a heavy fine.

    Is a clause imposing a resale price on a distributor legal?

    As a rule, imposing a fixed or minimum resale price is one of the hardcore restrictions — we check the agreement against the VBER before you sign it.

    Resale price maintenance is treated as a restriction "by object", whereas maximum prices and non-binding recommended prices generally remain permissible — we draw the line in the specific clause.

    Can we ban distributors from selling on marketplaces?

    A blanket ban is risky, but qualitative marketplace criteria can be permissible — this is a sensitive area after the 2022 VBER reform, so we assess your specific clause rather than the practice in the abstract.

    A total ban on online sales is prohibited; platform restrictions may be acceptable within selective distribution, provided they do not amount to a de facto ban on e-commerce.

    Does the Whistleblower Act apply to us at around 60 employees?

    Most likely yes — we verify the threshold and deadline and implement the required reporting channel.

    The duty to run an internal reporting procedure applies to entities with at least 50 employees, so at ~60 it usually arises; we check how headcount is counted and put the channel, register and anti-retaliation safeguards in place.

    A whistleblower report has come in about a manager — what must we NOT do now?

    Above all, do not take any retaliatory action against the person who reported — that is the most common mistake at this stage.

    Their situation must not be worsened (dismissal, demotion, harassment) in connection with the report; in parallel we run a confidential, impartial investigation and secure the documentation.

    General information — not legal advice. Thresholds, deadlines and sanctions are verified against the current legal position.

    Our experts

    The team to handle your matters — from the first conversation to day-to-day support.

    Kinga Miller

    Kinga Miller

    Partner, Advocate, Approved Compliance Expert, Approved ESG Officer

    Kinga advises on antitrust compliance and whistleblower protection — from policies and training to reporting procedures.

    Contact KingaClick the card to see the full profile ›
    Marta Solarska-Kaleńczuk

    Marta Solarska-Kaleńczuk

    Partner, Chief Operating Officer,
    Data Protection Officer

    Marta specialises in competition law for distribution and authorised-dealer agreements — designing vertical agreements compliant with the VBER.

    Contact MartaClick the card to see the full profile ›
    Michał Wołoszański

    Michał Wołoszański

    Managing Partner,
    INSEAD Global Executive MBA, Attorney-at-law

    Michał combines corporate practice with competition law across transactions and distribution structures, with a particular focus on new technologies.

    Contact MichałClick the card to see the full profile ›

    Let's talk about your needs

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