SERBIA Law and Practice Contributed by: Nataša Lalović Marić, Jovan Mićović and Stefan Šilobad, Law Office Miroslav Stojanović in cooperation with Wolf Theiss
CPC does, in practice, adhere to the basic principles set out therein, and to the European Commission’s practice in the field of the protection of competition. 2.5 Labour Law Regulations Acquirers should generally consider the level of employees’ rights and benefits available at a target company under the applicable collective bargaining agreement or employment rulebook, employment contracts and/or other documents and policies, as well as those arising out of a transaction comple - tion (transaction-related bonuses, special severance packages arising out of the termination of employ - ment resulting from a change of control, etc). However, unlike in other EU countries, an asset deal does not result in an automatic transfer of employees; any desired transfer of employees must be completed separately, in full observance of the applicable labour law regulations. This means that, in order to transfer to another employer, employees must first terminate their employment at the previous employer and nego - tiate new terms of employment at the target. When it comes to the protection of employment-relat - ed rights, the acquirers of shares and/or assets have no specific obligations. In corporate restructurings in particular (such as mergers or spin-offs), employees’ rights cannot deteriorate for at least one year. The Serbian Labour Law does not provide for spe - cific additional protection against dismissal in relation to a share deal; the general provisions of the Labour Law regarding the dismissal of employees are appli - cable. In that respect, an employer may terminate the employment contract for justified reasons only, in a rather formalistic procedure (breach of work duty, work discipline, underperformance and redundancy are the most common grounds for the termination of employment). Finally, even though there is no explicit obligation for the employer to inform or consult employees, their representative(s) or a relevant trade union on a share deal, communication in that respect with a trade union (if any) is advisable, since, under the Serbian Labour Law, a trade union is entitled to be notified by the employer of any economic, labour and social matters
that are significant for the status of employees or trade union members. 2.6 National Security Review Certain transactions in the defence sector must be notified for screening and approval by the Ministry of Defence, which includes a security review of a foreign acquirer. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments The major legal developments in Serbia in the past three years relate to: • changes to the renewable energy regulation, which introduced greater predictability for costs and incentives for investors, and unbundled electricity and gas transmission system operators, thereby boosting the overall appetite of foreign investors for doing business in this industry in Serbia; and • the tightening of the regulatory regime govern - ing the determination and registration of ultimate beneficial owners (UBO), which introduced more stringent obligations and a requirement to file all supporting documentation underlying the identifi - cation of UBO. In July 2024, the Constitutional Court of the Republic of Serbia ruled that the prior government’s decision in 2022 to revoke Rio Tinto’s spatial plan permit for the Jadar lithium project was unconstitutional. This ruling reinstated the project’s spatial plan, allowing Rio Tinto to proceed with its development. 3.2 Significant Changes to Takeover Law There were no significant changes to Serbia’s takeo - ver legislation in 2024 or 2025. The current Takeo - ver Act was adopted in 2006, and its most recent amendments were enacted in 2016. However, the takeover regime is currently under formal review, and a new Takeover Act is being prepared. The Ministry of Finance and the SEC are expected to finalise the draft and submit it into parliamentary procedure, with adop - tion planned for the last quarter of 2026 and entry into force anticipated in early 2027.
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