SERBIA Law and Practice Contributed by: Nataša Lalović Marić, Jovan Mićović and Stefan Šilobad, Law Office Miroslav Stojanović in cooperation with Wolf Theiss
Corporate restructuring is mostly used as a technique for intra-group restructuring but may also serve as a valid legal means of acquiring companies or busi - nesses in Serbia. 2.2 Primary Regulators The primary regulators for M&A activities in Serbia dif - fer depending on the legal form of the target whose shares are being acquired (ie, joint stock companies, public joint stock companies or limited liability com - panies) and the industries concerned (regulated or unregulated industries). The main institutions in charge of the regulation and/ or supervision of M&A activities include: • the Serbian Competition Protection Commission (CPC), which is in charge of protecting competition and enforcing the applicable competition regula - tions in Serbia; • the SEC, which is the regulatory body in charge of, inter alia, implementing the Capital Markets Law, supervising the operations of public joint stock companies, and approving and supervising takeo - ver bids; • the CSD, which is in charge of registering, execut - ing transfers and clearing transactions with securi - ties; and • the National Bank of Serbia (NBS), which super - vises the operations of financial institutions and issues approvals for acquisitions of shares therein. 2.3 Restrictions on Foreign Investments Foreign investors in Serbia are subject to “national treatment”, meaning that they have the same status, rights and obligations as Serbian investors, unless otherwise provided in specific laws. Unlike in the EU, there is no general screening of FDI in Serbia so no FDI approvals are required, regardless of the origin of the foreign investors. However, certain sector-specific rules may apply to both domestic and foreign investors with respect to investments in regulated industries (defence, bank - ing, insurance, energy, telecommunications, games of chance, etc). In addition, any investment in Serbia – by either a domestic or a foreign investor – that may
qualify as a concentration under the Serbian Law on Protection of Competition requires approval by the CPC if the following thresholds have been met in the financial year preceding the filing: • the combined worldwide turnover of the undertak - ings concerned exceeded EUR100 million and the turnover of at least one undertaking concerned exceeded EUR10 million in Serbia; or • the combined turnover of at least two of the undertakings concerned exceeded EUR20 million in Serbia and the turnover of each of at least two of the undertakings concerned exceeded EUR1 million in Serbia. Foreign-to-foreign transactions that meet the turnover thresholds prescribed by the Serbian Law on Protec - tion of Competition are also subject to the Serbian merger control regime, regardless of whether or not they have any effects in Serbia. Resident legal entities are obliged to report foreign investments made to their share capital to the NBS, for statistical purposes. Accordingly, Serbia does not operate a comprehen - sive, cross‑sector FDI screening regime comparable to that applied within the EU. Its investment frame - work is instead governed by sector‑specific legisla - tion, together with general merger control rules where applicable. 2.4 Antitrust Regulations The main antitrust regulations that apply to business combinations in Serbia are: • the Law on Protection of Competition; • the Decree on the Form and Manner of Filing a Notification of a Concentration; • the Decree on Criteria for Determining the Relevant Market; • the Serbian Vertical Block Exemption Regulation; and • the Serbian Horizontal Block Exemption Regula - tion. While EU antitrust regulations do not officially apply to business combinations in the Republic of Serbia, the
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