SERBIA Law and Practice Contributed by: Milica Subotić and Julijana Jevtić, Subotić Law
1. Legislation and Enforcing Authorities 1.1 Merger Control Legislation Serbian merger control rules are laid down in the Law on the Protection of Competition (Official Gazette of RS, No 51/2009 and 95/2013) (the “Competition Act”), applicable as of 1 November 2009. In addition to the Competition Act, merger control is governed by several by-laws and implementing regu - lations, of which the most relevant are: • the Decree on the Content and the Manner of Sub - mission of Merger Notifications ( Uredba o sadržini i načinu podnošenja prijave koncentracije ) (Official Gazette of RS, No 5/2016), which regulates the required content and form of merger notifications; • the Decree on the Criteria for Defining Relevant Markets ( Uredba o kriterijumima za određivanje relevantnog tržišta ) (Official Gazette of RS, No 89/2009); • the Decree on the Criteria for Determining the Amount Payable on the Basis of Measures for the Protection of Competition and Procedural Penal - ties, the Manner and Deadlines for their Payment and the Conditions for Determining these Measures ( Uredba o kriterijumima za određivanje visine iznosa koji se plaća na osnovu mere zaštite konkurencije i procesnog penala , načinu i rokovima plaćanja i uslovima za određivanje tih mera ) (Official Gazette of RS, No 50/2010) (the “Decree on Fines”); • the Guidelines on the Application of the Ordinance on Fines (of 19 May 2011) ( Smernice za primenu Uredbe o kriterijumima za određivanje visine iznosa koji se plaća na osnovu mere zaštite konkurencije i procesnog penala , načinu i rokovima plaćanja i uslovima za određivanje tih mera ), which supple - ment the Decree on Fines; and • the Guidelines on the Content and Manner for Submission of the Request for Protection of Data Protection of the Commission for the Protection of Competition of 7 April 2023 ( Uputstvo o sadržini i načinu podnošenja zahteva za određivanje mere zaštite podataka ). 1.2 Legislation Relating to Particular Sectors A foreign investment regime comparable to European regimes prescribed by the EU FDI Screening Regula -
tion does not exist in Serbia. However, certain trans - actions in the defence sector must be notified for for - eign investment screening and approval. The Competition Act applies to concentrations regard - less of sectors they relate to. Nonetheless, in certain sectors, sector-specific legislation is applicable in addition to the Competition Act, as follows. • For Banks, Insurance Companies and Voluntary Pension Funds: Acquisition (direct or indirect) of a qualifying shareholding requires the prior approval of the National Bank of Serbia. • For Open and Alternative Investment Funds: Acquisition (direct or indirect) of a qualified share - holding requires the prior approval of the Securities Exchange Commission. • Media: Any change in the ownership structure of a participant in the media market that is subject to regulatory permit is also subject to the prior approval of the Regulatory Body for Electronic Media. • Telecommunications: Acquisition (direct or indirect) of qualified shareholdings must be notified to the Regulatory Agency for Electronic Communications and Postal Services. 1.3 Enforcement Authorities The authority responsible for the enforcement of the Competition Act is the Serbian Commission for Pro - tection of Competition ( Komisija za zaštitu konkuren- cije ) (the “Serbian NCA”). Notification to the Serbian NCA is compulsory if the transaction meets the turnover thresholds (as outlined in 2.5 Jurisdictional Thresholds) . Theoretically, notification is possible on a voluntary basis if the transaction does not meet the above thresholds but includes parties whose combined market share on the Serbian market is at least 40%, or where, due to some other reasons, it cannot be concluded with certainty that such transaction will not significantly impede competition. Nevertheless, it is 2. Jurisdiction 2.1 Notification
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