MONTENEGRO Law and Practice Contributed by: Bisera Andrijasevic and Marija Ksenija Popović, BDK Advokati
The required documents include the transaction doc - ument, registry excerpts, group charts and financial statements of competition participants for the three years preceding the filing year. The required informa - tion encompasses detailed data about the parties to the concentration, including, but not limited to, the number of the employees, top customers and suppli - ers, distribution and/or sales networks. Additionally, it must include the structure and the rationale for the concentration, as well as comprehensive information on the relevant markets, including the market shares of the parties and their competitors. The filing must be submitted in Montenegrin, both in hard-copy and electronic form. All schedules in a for - eign language must be translated into Montenegrin by a court-certified translator. Strict formal requirements apply to certain documents submitted with the notification. Registry excerpts (for the parties to the concentration and their related enti - ties holding at least 25% of shares or exerting domi - nant influence over their management), powers of attorney, and the concentration act must be provided in their original form or as notarised copies. Addi - tionally, these documents must be apostilled unless a bilateral agreement between Montenegro and the country of origin waives the legalisation requirement for official documents. 3.6 Penalties/Consequences of Incomplete or Inaccurate Notification The new Competition Act introduces a formal obliga - tion for the Agency to clear a transaction within 30 days from the submission of a complete notification, unless it decides to open an in-depth investigation within that period. The Agency is also required to issue confirmation that the filing is complete, specifying the date from which the notification is deemed complete. However, it remains uncertain to what extent these changes will accelerate the review of transactions that do not raise substantive competition concerns, given that the Agency retains broad discretion to request additional information before confirming that the noti - fication is complete, thereby effectively delaying the commencement of the 30-day review period.
Failure to comply with the Agency’s request to submit or disclose the required information or data is clas - sified as a less serious infringement under the new Competition Act and may therefore be sanctioned by a fine of up to 1% of the undertaking’s total worldwide annual turnover generated in the last financial year for which closed financial statements are available, preceding the year in which the decision imposing the fine is adopted. If a party submits inaccurate or misleading information in the filing, the penalty is the same as for non-com - pliance with the Agency’s request for additional infor - mation, as outlined in 3.6 Penalties/Consequences of Incomplete Notification . Also, the Agency may revoke its approval of a concentration if the decision was based on incorrect or false information. 3.7 Review Process The new Competition Act introduces a more stream - lined Phase I procedure by providing that concentra - tions must be cleared within 30 days from the sub - mission of a complete notification, unless the Agency opens an in-depth investigation within that period. The Agency is also under an obligation to issue a confir - mation of completeness of the filing, specifying the date from which the notification is deemed complete and from which the 30-day deadline starts to run. Where, during the course of the proceedings, a doubt arises that the concentration may have a negative impact on the state of competition, the matter is referred to Phase II, in which the Agency is required to adopt a decision within four months from the date of submission of the request. Given that the Agency has the power to request additional information and that each such request effectively restarts the review clock, it remains to be seen how it will exercise these powers in practice and whether it will frequently issue requests for additional information, or whether the Phase I procedure will in fact become faster and more efficient. 3.8 Pre-Notification Discussions With Authorities Pre-notification discussions with the Agency are not regulated and the Agency does not practice them. It is
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