MONTENEGRO Trends and Developments Contributed by: Bisera Andrijasevic and Marija Ksenija Popović, BDK Advokati
plete notification is submitted, unless the Agency opens an in‑depth investigation within that period. Importantly, the Agency is also required to issue a formal confirmation of completeness, specifying the date from which the notification is deemed complete. However, whether this will translate into faster clear - ance of non‑problematic transactions remains to be seen, as the Agency retains the ability to delay the start of the review period by issuing requests for addi - tional information, and there is no deadline for issu- ing the certificate of completeness. The absence of a statutory deadline for the issuance of the certificate of completeness introduces a degree of procedural uncertainty. In practice, this may result in situations where the formal review period is effectively delayed through prolonged exchanges on the sufficiency of the filing, creating a “pre‑review” phase without clear time constraints. This dynamic resembles, to some extent, the EU pre-notification process, albeit with - out its degree of procedural structuring or predict - ability. For parties to a transaction, this reinforces the importance of preparing comprehensive filings from the outset, as well as building sufficient flexibility into transaction timelines to account for potential delays A persistent structural issue remains the very low notification thresholds, which can be met by a single undertaking (combined worldwide turnover of EUR20 million and EUR1 million in Montenegro in the year pre - ceding the concentration). As a result, a large number of transactions with no realistic competition concerns will continue to be notifiable, placing a sustained bur - den on the Agency’s resources. In 2024, only around 4% of all cleared notifications were implemented in the Montenegrin territory, while the rest were extrater - ritorial concentrations with little to no impact on the Montenegrin market. in the formal commencement of Phase I. No Changes in Notification Thresholds This structural feature of the regime raises broader policy considerations. The absence of a meaningful local nexus requirement means that the Montenegrin merger control system continues to capture transac - tions with only a limited or purely technical connection to the domestic market. As a result, the Agency must allocate resources to reviewing a significant volume
of cases that are unlikely to raise substantive com - petition concerns. From a business perspective, this translates into additional regulatory burden and cost (also taking into account the filing fee of EUR15,000), particularly in multi‑jurisdictional transactions involv - ing regional filings. In the longer term, this may prompt consideration of reforms aimed at better targeting genuinely relevant transactions, whether through the introduction of a local effects test or through adjust - ments to the existing turnover thresholds. Increased Flexibility for Accepting Commitments Further flexibility is introduced in relation to commit - ments. While the obligation to conduct market testing of proposed remedies is now explicitly recognised, the Agency is granted full discretion in assessing and accepting commitments. Under the previous regime, acceptance was subject to a set of cumulative statu - tory conditions. Although earlier drafts of the new Act retained some conditions, the final version removes them entirely, leaving the decision solely to the Agen - cy’s assessment. Procedural Safeguards: Extended Deadline for Statements of Objections Parties subject to investigation previously had only eight days to respond to the Agency’s statement of objections. This period has now been extended to 15 days, which, while an improvement, remains short in complex cases. The Act does not explicitly empower the Agency to further extend this deadline at the request of the parties. This creates legal uncertainty, as extensions under general administrative law are typically permit - ted only where the underlying deadline is expressly defined as extendable. Fining Powers Remain With the Courts Despite earlier expectations, the new Competition Act does not transfer fining powers to the Agency. The Agency remains competent to establish an infringe - ment in administrative proceedings, subject to judicial review by the Administrative Court, while the imposi - tion of fines lies exclusively with the courts in separate misdemeanour proceedings.
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