KOSOVO Law and Practice Contributed by: Ardian Rexha, Nora Grajcevci Mehmeti and Vjollca Hiseni, Rex Law Partners
acquire direct or indirect control over all or part of other enterprises, in particular by earning shares, by gaining the majority of voting rights and in other ways provided by the legislation in force”. The following are exceptions and are not considered concentrations: • transactions which constitute a temporary financial holding; • transactions which refer to an internal restructur - ing; • bankruptcy-related acquisitions; and • joint ventures. If there is a concentration that does not constitute one of these exceptions, it must be notified to the Competition Authority if either of the following condi - tions are met: • the undertakings concerned have combined worldwide turnover exceeding EUR20 million and at least one undertaking has turnover exceeding EUR1 million in Kosovo; or • at least two undertakings each have turnover exceeding EUR3 million in Kosovo. In its turnover calculation, the undertakings should take into account the entire “group of associated enterprises”, excluding intra-group transactions for the preceding financial year. An associated enterprise is any entity over which a party exercises decisive influence through ownership, voting rights or manage - ment control. 6.2 Merger Control Procedure When a concentration meets the defined thresholds and does not constitute any of the listed exemptions, it has to apply to the Competition Authority for approval. The application is to be submitted by the enterprise that acquires control over the other, or all concentra - tion participants by mutual agreement. It is generally to be submitted upon conclusion of the contract of the transaction or after the concentration is made public, but before the concentration is carried out.
The application for permitting the concentration should include, but is not limited to, the following: • the contract or other legal document forming the basis for the transaction (original or certified copy); • the annual financial report of the participants for the preceding financial year; • information on the participants, including the names, registered addresses and relevant business activities; • the shareholder structure before and after the con - centration; • a list of other enterprises in the same market where the parties hold 10% or more of the shares/voting rights, as well as any overlapping board of direc - tors or supervisory board members; • disclosures of any other foreign competition authorities currently reviewing (or that will review) the same concentration; • total annual revenues for each participant (exclud - ing VAT and taxes); • identification of the relevant markets, the parties’ market shares before and after the transaction, and an evaluation of their main competitors; and • the legal and economic reasons for the concentra - tion. Upon receipt of the full application, the Authority initi - ates its concentration assessment and publishes a public announcement of the proposed transaction. At this stage, interested third parties may submit remarks regarding the concentration and its potential effects. The Authority has 30 days to determine whether the proposed concentration raises competition concerns. If no concerns are identified and no formal assess - ment procedure is initiated within that period, the con - centration is considered permissible, and the parties may be issued a certificate confirming this. If, during the initial assessment, the Authority suspects the transaction may significantly harm market com - petition, particularly through the creation of a domi - nant position in the market, it may launch a formal assessment of the transaction. During this review, the parties may propose corrective measures to address concerns, including proposed timelines. The Authority may approve the proposed remedies, modify them or impose its own conditions if necessary.
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