MONTENEGRO Law and Practice Contributed by: Bisera Andrijasevic and Marija Ksenija Popović, BDK Advokati
If the competition authority subsequently prohibits a transaction, it can impose divestment or other appro - priate measures. There is no criminal liability for such breaches. 2.14 Exceptions to Suspensive Effect Under the Competition Act, a takeover bid may pro - ceed before the clearance decision is issued, provided the concentration is promptly notified to the Agency. However, during this interim period, the acquirer is prohibited from exercising the voting rights attached to the acquired securities. 2.15 Circumstances Where Implementation Before Clearance Is Permitted The Competition Act does not permit the closing of a transaction before its clearance by the Agency, except in the limited circumstances outlined in 2.14 Excep- tions to Suspensive Effect . Additionally, the Act does not provide for a carve-out mechanism, meaning the Agency does not allow a transaction to be imple - mented in other jurisdictions while its approval is still pending in Montenegro. 3. Procedure: Notification to Clearance 3.1 Deadlines for Notification A concentration must be notified to the Agency upon the earliest occurrence of any of the following events: • the conclusion of an agreement; • the publication of a public bid, offer or the closing of the bid; or • the acquisition of control. The new Competition Act, struck the 15-day dead - line, leaving the notifying parties free to notify at any moment, provided that the standstill obligation is respected. 3.2 Type of Agreement Required Prior to Notification Notification may also be submitted before the conclu - sion of a binding agreement on the basis of a serious intent of the parties to enter into such an agreement. This serious intent must be demonstrated in a written form, such as a letter of intent or memorandum of
understanding, which must be signed by all concen - tration participants. 3.3 Filing Fees If a concentration is cleared in summary proceedings and unconditionally (Phase I), the filing fee is 0.03% of the combined annual turnover of the concentration participants in the financial year preceding the con - centration, capped at EUR15,000. If the concentration is cleared following an investiga - tion and/or subject to conditions (Phase II), the filing fee is 0.07% of the combined annual turnover of the concentration participants in the financial year pre - ceding the concentration, capped at EUR20,000. Upon submission of a notification, the notifying party is required to pay the initial portion of the fee, amount - ing to EUR600. The remaining balance of the fee, determined by whether the concentration is cleared in Phase I or Phase II, must be paid before the issu - ance of the clearance decision. The Agency issues a payment notice to the notifying party for this purpose. While there are no prescribed deadlines for either part of the fee, the Agency will not commence the review process or issue the clearance decision until the respective fee is paid. 3.4 Parties Responsible for Filing In the case of an acquisition of sole control, the acquir - er is solely responsible for notifying the concentration. For the acquisition of joint control, all parties acquiring control share the responsibility for submitting the noti - fication. In the case of a merger, both merging parties are required to file the notification. 3.5 Information Included in a Filing The scope of information and documents required for a notification depends on whether it is submitted as a short-form or full-form notification (see 3.11 Acceler- ated Procedure for the conditions for short-form noti - fication). The list of required items is extensive, and the authority adopts a formalistic approach, requiring all specified documents and information to be pro - vided, irrespective of the concentration’s local effects or the relevance of the information to the substantive assessment.
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