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I. Introduction Following the obligations undertaken under the Association Agreement, on September 16, 2020, the Parliament of Georgia adopted significant amendments to competition legislation. As a result, Georgian competition law has been substantially aligned with European standards — key concepts were refined, enforcement mechanisms strengthened, and a more coherent legal framework established. One of the most important aspects of this reform relates to merger control, which has become one of the most practical and business-relevant areas of competition law. In this context, company acquisition is not always just a corporate transaction. In certain cases, it may fall within the scope of competition law and require prior approval from the Competition Agency. II. The Pre-Reform Framework Before the 2020 reform, the legal framework governing merger control was incomplete and ineffective. Although certain restrictions existed, the system lacked properly structured mechanisms for prior assessment. One of the key shortcomings was the absence of effective enforcement, as transactions subject to notification could be implemented without meaningful sanctions in case of non-compliance. In addition, competition law did not fully apply to regulated sectors such as energy, communications, and banking. This created a fragmented system in which competition rules applied in some sectors but not in others. As a result, it was not possible to ensure a consistent and comprehensive application of competition law across the economy. The reform addressed these shortcomings by introducing a clearer, enforceable, and more structured regime. III. What Is Considered a Concentration? The amended legislation clearly defines the main forms of concentration and brings Georgian practice closer to European standards. A concentration may arise when two or more undertakings merge into a single entity, when control over another undertaking is acquired through shares, securities, contractual arrangements, or other means, or when a joint venture is established that performs an independent economic function. In practice, company acquisition often qualifies as a concentration where it results in obtaining control over another company. Therefore, it is not the formal structure of the transaction that is decisive, but whether control is effectively transferred.pany. IV. Why Is State Control Necessary? In a market economy, merger and company acquisition are natural and often beneficial processes. Businesses combine, acquire shares, and establish joint ventures to achieve growth, increase efficiency, and strengthen their competitive position. However, from a competition law perspective, concerns arise when such transactions significantly alter market structure and reduce competitive pressure. The main risks are associated with a reduction in the number of independent market participants and the concentration of market power in the hands of a single entity. In certain cases, this may lead to the creation or strengthening of a dominant position, increasing the risk of anti-competitive behavior. For this reason, merger control operates as an ex ante mechanism, meaning that the state intervenes before the transaction affects the market, rather than after harmful effects occur. V. When Is a Concentration Problematic? The central legal test in merger control and company acquisition is whether the transaction results in a significant restriction of competition. This is generally presumed where the transaction creates a dominant position or strengthens an existing one. In such cases, there is a presumption that competition may be significantly restricted. Where dominance is not created or strengthened, it is generally presumed that competition is not significantly affected, and the burden of proof lies with the authority. Conversely, where dominance arises, the parties must demonstrate that the transaction will not harm competition. If the authority concludes that competition would be significantly restricted, it may declare the concentration inadmissible. VI. When Is Notification Required? Not every company acquisition requires notification to the Competition Agency. The obligation arises only when the transaction meets specific economic thresholds established by law. In particular, notification is required where the combined annual turnover of the parties in Georgia exceeds GEL 20 million, and at least two parties each have an annual turnover exceeding GEL 5 million. This means that company acquisition does not automatically trigger the need for approval. The decisive factors are whether the transaction results in the acquisition of control and whether it meets the relevant turnover thresholds. If both conditions are satisfied, the transaction is subject to prior notification and assessment by the Competition Agency. VII. Structural and Behavioral Remedies Merger control does not always lead to prohibition. In many cases, the Competition Agency may approve a company acquisition subject to certain conditions aimed at mitigating potential negative effects. These conditions may take the form of structural measures, such as the divestiture of assets or shares, or behavioral measures, which regulate the conduct of the parties in the market. The purpose of these mechanisms is to strike a balance between allowing the transaction to proceed and preserving effective competition in the market. VIII. Competence of Authorities An important outcome of the reform is that competition law now applies to regulated sectors as well. However, the allocation of competence depends on the nature of the parties involved. Where all parties operate within the same regulated sector, the relevant sectoral regulator is responsible for assessing the transaction. In other cases, the Competition Agency has jurisdiction. Therefore, in practice, it is essential not only to determine whether a transaction requires notification, but also to identify the competent authority to which the notification must be submitted. IX. Sanctions for Failure to Notify The reform introduced effective sanctions for failure to notify notifiable concentrations. If a transaction subject to notification is implemented without informing the Competition Agency, the authority may impose a fine of up to 5 percent of the annual turnover of the previous financial year. In addition, where the transaction results in a significant restriction of competition, the authority may apply to the court and request the restoration of the original situation. This may include the divestiture of assets or shares, restructuring of the undertaking, or termination of agreements. Further sanctions may apply if the parties fail to comply with imposed remedies, including additional fines calculated on a daily basis. X. Practical Takeaways for Businesses Company acquisition

This article explores how large retail chains can be regulated through competition law. Using the Japanese antimonopoly model as a reference, it analyzes potential approaches for balancing market power between suppliers and retail networks in Georgia.

I. Introduction Recently, the employment of foreigners in Georgia and issues related to labour migration have become increasingly active topics of discussion in the context of both economic development and structural changes in the labour market. Official data clearly show that after 1 September 2023, the number of foreigners registered in the special electronic labour migration system increased sharply. Within one and a half years, more than 42,000 labour immigrants were registered, while during the previous eight years this number amounted to only 3,800. At the same time, border crossing data indicate that the number of foreigners who remained in the country during the same period was significantly higher. Against this background, the amendments introduced to the Law ohttps://matsne.gov.ge/en/document/view/2806732?publication=6f Georgia on Labour Migration (hereinafter – the Law) have a significant impact on the legal regime governing the employment of foreigners. The new amendments introduce a special work authorization system for the employment of foreigners, which aims to protect the priority of the local workforce and strengthen state control over labour migration processes. Accordingly, employing a foreign national in Georgia is no longer limited to the formal registration procedure carried out by the employer. In addition, it is now necessary to obtain a special work authorization, determine relevant criteria, and comply with other legal requirements. Furthermore, strict sanctions have been established for violations of the legal requirements. It is important to note that these amendments do not fully restrict the possibility of employing foreigners, however they significantly increase the legal responsibility and administrative burden of the employer. Therefore, it is important for businesses to understand what has changed in the law, what procedures are mandatory, who is affected by the new requirements, and what risks arise from ignoring the regulation. II. The Regime Prior to the Amendments According to the explanatory note of the law, one of the main weaknesses of the system that existed before the amendments was that the state did not have a real mechanism to refuse the employment of foreigners in Georgia. It was sufficient to register the foreigner in the special electronic system, after which the foreign national automatically acquired the right to work. At the same time, for persons entering Georgia under a visa-free regime there was no clear obligation to obtain a special right to perform labour activity or the corresponding residence status. As a rule, individuals entered the country with tourist status and then started working with the assistance of a local employer, while state control was exercised only at the level of formal registration. This model did not provide the state with the opportunity to conduct a prior assessment, nor did it create a legal basis for refusing employment. The regime also did not provide for the so-called labour market test – a mechanism through which it would be assessed whether a suitable local candidate existed for the respective position. As a result, in practice the priority protection of domestic labour resources was not implemented. Against this background, the state concluded that the existing model could not ensure the proper regulation of labour migration, did not allow the development of targeted policy, and did not create effective control mechanisms. Through the amendments introduced, the legislation on labour migration established the principle of granting a special right to perform labour activity. The new amendments transform the process into a more formalized, administratively controlled, and systematic framework. III. The Right to Perform Labour Activity and the Employment of Foreigners The central element of the amendments is the introduction of the institution of the right to perform labour activity. This right is granted by the State Employment Support Agency, a legal entity of public law under the supervision of the Ministry of Internally Displaced Persons from the Occupied Territories, Labour, Health and Social Affairs of Georgia (hereinafter – the Agency), and constitutes a special administrative permit granting a foreigner the right to carry out labour or entrepreneurial activity in Georgia. The legal content of this permit is substantial: it confirms that its holder meets the conditions and criteria established by Georgian legislation and therefore may lawfully participate in the economic life of Georgia. The law clearly establishes that a foreigner who does not possess a permanent residence permit may carry out paid labour activity in Georgia only after obtaining the right to perform labour activity. This rule applies not only to classical employment relationships with local employers, but also to remote labour relations, as well as to self-employment, including entrepreneurial activity, trade, services, partnerships, independent contracting, or any other form of economic engagement aimed at obtaining financial benefit. Thus, the regulation covers a broad range of activities and is not limited solely to employment contracts. It is important that the right to perform labour activity may only be obtained by a foreigner who is legally present in Georgia. In addition, the right cannot be granted to a person who at the time of application is staying in Georgia under a postponed obligation to leave the country. The right to perform labour activity is not general or unlimited. For labour immigrants, it is issued for work with a specific local employer and in a specific position. For self-employed foreigners, the permit is issued with an indication of a specific profession or field of activity. Accordingly, it is an individualized and purpose-specific right that is linked to a defined activity. Its transfer to another person is prohibited, which excludes the possibility of commercialization of the permit. In addition, the law establishes a dynamic obligation: if the position of the labour immigrant or the field of activity of the self-employed foreigner changes, it becomes necessary to obtain a new or updated right to perform labour activity. From a systemic perspective, the right to perform labour activity represents a legal instrument through which the state implements selective and controlled management of labour migration. It simultaneously performs three functions: confirming lawful status, limiting the scope of activity, and creating a basis for liability in case of violation. IV. Labour

Analysis of competition law in labor markets, including no-poach agreements and wage-fixing risks. TB Legal provides competition law legal services in Georgia.

In today’s business environment, a company’s success does not depend only on sales or market share. Very often, the greatest threat to a business is not competition – but legal chaos inside the company itself. Many founders and directors still believe that lawyers become relevant only when a dispute reaches the courtroom regarding the structure of Corporate Governance. In reality, proper legal structuring of corporate governance is what prevents disputes from happening in the first place. I. What does “legal structuring” of a Corporate Governance actually mean? It is not simply organizing documents in folders.It is a systematic legal architecture of the company that includes: • Proper employment agreements – minimizing HR risks.• Shareholders’ agreements (SHA) – clear rules between partners to avoid deadlocks.• Well-structured commercial contracts – protecting your business interests.• Regulatory compliance assessments – especially important in regulated sectors such as energy, technology, and infrastructure. II. When does legal structuring become critical? There are several moments in a company’s lifecycle when legal structuring of Corporate Governance becomes essential: • attracting new investment• adding a business partner• expanding operations• preparing for financing or acquisition Investors and banks typically start their due diligence with one question: Is the company legally structured and compliant? A well-organized legal structure increases trust, reduces transactional risks, and significantly improves the chances of successful investment or financing. Often this process requires updating the company’s charter, reviewing internal governance rules, and completing necessary registration procedures to ensure full compliance with the latest legal requirements. III. How legal structuring increases the value of your business Many directors initially view legal services as a cost. In reality, corporate legal structuring is a high-return investment. Well-structured internal governance, protected intellectual property, and risk-balanced contracts directly increase the market value of a company. A legally organized business becomes: • more attractive to investors• safer from regulatory penalties• easier to sell or scale Ultimately, this translates into capital growth and financial stability. IV. Your trusted legal partner in Georgia Choosing the right law firm for this process is crucial. TB Legal, a boutique law firm in Tbilisi, Georgia, provides strategic legal services that help businesses build solid legal foundations for long-term growth. Because legal order inside a company is not an expense. It is insurance that may save your business millions in the future. 📩 If you are planning to grow, invest, or restructure your company, feel free to reach out. Strategic Legal Partner for Your Business

Director’s Liability to the Company is a crucial topic that fundamentally dictates the legal relationship between management and the enterprise. Imagine you were the director of a company for two years in Georgia, and your salary was a mere 1,000 GEL. One day, you took the company card and withdrew 20,640 GEL from the company account to cover your accrued salary debt. Later, you moved to another job, and now your former company is suing you, claiming that the 20,640 GEL did not belong to you and demanding its return. This is a real case decided by the Supreme Court of Georgia, establishing a significant legal precedent regarding Director’s Liability to the Company. The clear explanations provided by the Supreme Court of Georgia in Case No. AS-1398-2024 (June 23, 2025) allow for an accurate determination of the legal consequences that arise when a company director, even to cover an accrued debt, unilaterally disposes of the company’s finances. 1. Relationship Between Director and Company First and foremost, the Supreme Court emphasized the specificity of the relationship between the enterprise and the director. Specifically, this relationship, which directly impacts Director’s Liability to the Company, is regulated not only by the Law on Entrepreneurs and the company’s Charter but, crucially, by the Service Agreement (Mandate Contract) concluded between the company and the director. The Court clarified that this relationship, in substance, does not constitute a regular labor relationship, and the requirements stipulated by the Labor Code do not apply to it. Conversely, the Court regards it as a Mandate Agreement and applies the relevant norms of the Civil Code, not the Labor Code. The act of appointment makes the director an organ of the enterprise and its legal representative, granting the director broad authority. Consequently, the relationship between the enterprise and the director is not merely a typical employment relationship. This distinction is critical for assessing Director’s Liability to the Company. The relationship is based on two legal documents: the act of appointment and the Service Agreement. The appointment turns the director into an organ and legal representative of the LLC. To compensate for the inherent risk involved in granting the director the right to manage the enterprise, the Court explained that the partners must always have the ability to dismiss the director from office without stating any specific grounds reinforcing the principle of director accountability and Director’s Liability to the Company. 2. Factual Circumstances 3. Unjust Enrichment In accordance with the Civil Code of Georgia, the withdrawal of funds by the director more than the accrued salary constitutes unjust enrichment. The Court clarified that when a director disposes of funds from the company’s account that they were not authorized to receive at that moment (because the amount exceeded their accrued debt), they are dispossessing (hand-grabbing) the company’s proprietary interest. Consequently, the director, despite being a person with access to the company’s finances, does not have the right to unilaterally and independently determine the amount of their own debt and use the company’s money to compensate for it without the consent of the founders (partners) or another authorized organ. 4. Key Lessons The Supreme Court’s decision emphasizes that the director, despite their high status, is not authorized to use the company’s property for their personal needs without a legal basis. Director’s Liability to the Company implies strictly adhering to fiduciary obligations and always prioritizing the company’s interests above their own. every entrepreneur and director must consider that Director’s Liability to the Company is directly related to the formulation of the Service Agreement and the Charter. Specifically: 5. Secure Your Business Claims of unjust enrichment and disputes over Director’s Liability to the Company are clear indicators of inadequate legal documentation. A timely and properly structured Service Agreement and Charter are the best guarantees for securing your business’s safety. 6. specialized legal services Don’t wait for a dispute to arise. Contact us today for a confidential consultation on securing your corporate structure.

Introduction: The Link Between Copyright and Consumer Protection Wondering how Copyright and Consumer Protection are connected in real-world legal practice? The case of Apple Inc. vs. Mobile Star LLC offers a compelling example of how these two legal domains intersect. It shows that intellectual property violations can go far beyond harming brands—they can directly affect consumers’ safety and rights. The Facts of the Case In the United States, Apple Inc. conducted an internal market investigation and found that Mobile Star LLC was selling counterfeit chargers and cables through the Amazon platform. These products were falsely presented as original Apple accessories, despite being low-quality imitations. Mobile Star LLC had unlawfully used Apple’s copyrighted designs and registered trademarks. While this constituted a clear case of copyright and trademark infringement, the implications went deeper—into the domain of Copyright and Consumer Protection. Legal Action and Key Claims Apple initiated legal proceedings against Mobile Star LLC, seeking: The products sold by Mobile Star were not only infringing Apple’s intellectual property, but also posed real risks to consumer safety, including fire hazards and device damage. This made the case a matter of both intellectual property enforcement and consumer protection law. Settlement and Compliance Obligations The legal dispute concluded in a settlement. Under its terms, Mobile Star LLC agreed to: This resolution reinforced the principle that Copyright and Consumer Protection go hand in hand in safeguarding the integrity of markets. Why the Case Matters This case is a reminder that Copyright and Consumer Protection are not isolated legal concerns. Selling counterfeit products: Consumers rely on trademarks and design features to make informed choices. When these are copied without authorization, the entire framework of fair competition and trust breaks down. Conclusion: A Unified Approach to Enforcement The Apple Inc. vs. Mobile Star LLC case clearly illustrates the importance of a unified approach to Copyright and Consumer Protection. For legal practitioners, business owners, and policymakers, the message is clear: enforcing intellectual property rights also protects consumers from fraud and harm. Companies must be proactive in monitoring their brand use, and enforcement strategies must include both copyright law and consumer protection regulation. Share Your Experience Have you encountered similar cases of counterfeit goods in the Georgian market? How have they affected consumers or brand owners? Your insights can help highlight the practical relevance of linking Copyright and Consumer Protection in legal practice. Take Action: Protect Your Brand and Your Customers If you’re a business owner, legal advisor, or brand manager, the Apple vs. Mobile Star case is a clear reminder: protecting intellectual property goes beyond defending logos or designs—it’s about safeguarding the people who rely on your brand. Counterfeit goods don’t just violate copyright; they put consumers at risk and erode trust. By aligning copyright enforcement with consumer protection principles, your company can demonstrate integrity, ensure legal compliance, and maintain long-term brand value. A strategic, legally sound approach not only prevents infringement but also reinforces your credibility in the market.Take proactive steps today to protect both your rights and your customers. We help businesses safeguard their intellectual property and ensure compliance with consumer protection laws. Contact us today for expert legal support on: Let’s work together to build trust, ensure safety, and protect your reputation.