SERBIA Law and Practice Contributed by: Milica Subotić and Julijana Jevtić, Subotić Law
existing activity, the turnover of the joint venture itself. The calculation of turnover is based on the verified accounts for the financial year preceding the concen - tration. Changes in the business during the reference period shall not be taken into account. 2.8 Foreign-to-Foreign Transactions Foreign-to-foreign transactions that meet the above thresholds are subject to the Serbian merger control regime. Moreover, the “domestic effects doctrine”, according to which there is no notification require - ment in case of lack of local effects of a transaction, has not been recognised by the Serbian NCA. Finally, there is no exemption for transactions with no overlap of the activities, although there is a short-form notifi - cation available. In practice, the vast majority of the concentrations notified and approved by the Serbian NCA related to foreign-to-foreign transactions, where the target was not present at all on the Serbian market – ie, did not generate any turnover. 2.9 Market Share Jurisdictional Threshold In Serbia there is no market share jurisdictional thresh - old. 2.10 Joint Ventures As explained in 2.3 Types of Transactions , joint ven - tures are subject to merger control. Regarding the cal - culation of jurisdictional thresholds in joint ventures, please see 2.5 Jurisdictional Thresholds . 2.11 Power of Authorities to Investigate a Transaction The statute of limitations on the authorities’ ability to investigate is five years from the implementation of the transaction. 2.12 Requirement for Clearance Before Implementation A transaction cannot be implemented before it has been approved by the Serbian NCA. The only exception is where control over a Serbian joint stock company is acquired through a public bid,
provided that the transaction is immediately notified, and that the acquirer does not exercise the voting rights attached to the shares in question or only does so based on an exemption granted by the subject authority. 2.13 Penalties for the Implementation of a Transaction Before Clearance As described in 2.2 Failure to Notify , parties that implement a concentration before obtaining a clear - ance decision issued by the Serbian NCA may be sub - ject to a fine. Since 2017, there has been a tendency for the said authority to investigate such transactions and impose fines. 2.14 Exceptions to Suspensive Effect As explained in 2.12 Requirement for Clearance Before Implementation , a takeover bid may be implemented before a clearance decision is issued by the Serbian NCA, provided that the concentration is immediately notified, and that the acquirer does not exercise the voting rights attached to the securities in question or only does so based on an exemption granted by the authority. In other cases, it is not pos - sible to seek a waiver or derogation from the suspen - sive effect. 2.15 Circumstances Where Implementation Before Clearance Is Permitted There is no carve-out provision in Serbia. Apart from the exceptions detailed in 2.14 Exemptions to Sus- pensive Effect , the Competition Act does not pro - vide any specific circumstance allowing closing of the transaction before its clearance by the Serbian NCA. 3. Procedure: Notification to Clearance 3.1 Deadlines for Notification A concentration must be notified within 15 days fol - lowing any of the following acts, whichever occurs first: • conclusion of an agreement; • publication of a public bid, offer or closing of the bid; or • acquisition of control.
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