MONTENEGRO Law and Practice Contributed by: Bisera Andrijasevic and Marija Ksenija Popović, BDK Advokati
• the combined total annual revenue of at least two concentration participants exceeded EUR5 mil - lion in the Montenegrin market during the previous financial year; or • the combined total worldwide annual revenue of the concentration participants exceeded EUR20 million in the previous financial year, with at least one of the concentration participants parties gen - erating EUR1 million in the market in Montenegro during that same period. The intra-group revenues are not taken into account in the calculation of the turnover thresholds. 2.6 Calculations of Jurisdictional Thresholds Turnovers are calculated based on the total revenue from the sale of goods or services generated in the year preceding the year in which the concentration is notified. For domestic turnover, export values must be excluded. Sales recorded in foreign currencies must be converted to euros using the average exchange rate of the Central Bank of Montenegro as of the last day of the relevant year. Foreign-to-foreign transactions are reviewed by the Agency as long as the turnover thresholds are met, with no requirement for a local nexus for the Agency to assess the transaction on its merits. The Competition Act sets out specific rules for cal - culating the turnover applicable to banks, insurance companies and other financial institutions. 2.7 Businesses/Corporate Entities Relevant for the Calculation of Jurisdictional Thresholds In the case of an acquisition of sole control, the turno - ver calculation should include the total revenue of the acquirer’s group, while only the target’s total revenue is considered from the seller’s side. In a merger, the calculation encompasses the consoli - dated group turnover of all merging entities. For joint ventures, the total group revenue of both partners is included, and if the joint venture involves an existing company, its turnover is also required. If control is acquired over only part of a company, only the rev - enue attributable to that specific part is considered.
Montenegrin legislation did not address whether the changes in the business during the reference period should be reflected in the turnover calculation. How - ever, the inclusion of the Jurisdictional Notice in the domestic legal framework through the Competition Rules List, introduced the provisions that the notify - ing party should adjust the turnover in line with the provisions on the adjustments after the date of the last audited accounts to take into account the changes in the business and therefore the economic reality of the parties’ economic strength. 2.8 Foreign-to-Foreign Transactions Foreign-to-foreign transactions are subject to Mon - tenegro’s merger control regime if they meet the specified turnover thresholds, regardless of whether the transaction has local effects. The Agency has not adopted the local nexus doctrine, and no local pres - ence is required, as the thresholds can be met through sales made by the parties via local distributors. A filing may be required even if only one party to the concentration exceeds the thresholds. As a result, notifications may be triggered even when the target has no sales or assets in Montenegro, based solely on the acquirer’s revenues. In 2024, only about 4.1% of all cleared concentrations were implemented in Montenegro, with the remainder involving foreign-to- foreign transactions. 2.9 Market Share Jurisdictional Threshold There are no market share-based thresholds in Mon - tenegro, except for the threshold at which the Agency may order the parties to notify an already implement - ed concentration as provided in 2.1 Notification. 2.10 Joint Ventures Joint ventures are subject to merger control provided that they constitute a “full-function” joint venture. This means the joint venture must operate independently on a long-term basis and perform all the functions of an autonomous economic entity, such as having its own management, resources and financial independ - ence to carry out its business activities on the market. A joint venture that is merely auxiliary to its parent companies or lacks the capability to operate indepen - dently will not fall under the scope of merger control but may instead be assessed under rules governing
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