SERBIA Law and Practice Contributed by: Nataša Lalović Marić, Jovan Mićović and Stefan Šilobad, Law Office Miroslav Stojanović in cooperation with Wolf Theiss
ances or derivatives thereof traded on their trading venue; • deliver such weekly reports to the European Secu - rities and Markets Authority; and • deliver complete breakdowns of the positions held by all persons on that trading venue to the SEC, including members or participants and the clients thereof, at least daily. Additional detailed requirements are prescribed, depending on the trade volumes and jurisdiction. The Law on Protection of Competition does not deal specifically with derivatives. 4.6 Transparency Pursuant to the Takeover Law, a takeover bid must include an indication of the bidder’s objectives and intentions regarding the target company that is sub - ject to a takeover. Similar requirements are imposed on acquirers of financial institutions and companies acting in certain regulated industries. While no disclosure requirements are generally pre - scribed for limited liability companies being acquired, target joint stock companies are obliged to inform the public of insider information that directly concerns such companies, as soon as possible. This disclosure requirement applies to target joint stock companies that have requested or approved the admission of their financial instruments to trading on regulated mar - kets or, in the case of instruments only traded on an MTF or an organised trading facility (OTF), companies that have approved trading of their financial instru - ments on an MTF or OTF or have requested admission to trading of their financial instruments on an MTF. Target companies may decide to delay the disclosure of insider information to the public if: • it is expected that the immediate disclosure would prejudice the legitimate interests of the relevant companies; 5. Negotiation Phase 5.1 Requirement to Disclose a Deal
• such delay in disclosure is not expected to mislead the public; or • the companies would be able to ensure the confi - dentiality of the relevant information. Under the same circumstances, companies may delay the disclosure of insider information to the public in the case of a protracted process occurring in stag - es with the aim of bringing about, or resulting in, a particular circumstance or a particular event. In the case of delayed disclosure of insider information, the companies must inform the SEC thereof as soon as possible following such a delay, and also when the insider information has been disclosed to the public (in which case specific elaborations to the SEC must be provided). A financial or credit institution may, under the condi - tions prescribed by the SEC, delay the disclosure of inside information where such delay is necessary to preserve financial stability. The Capital Markets Law also entitles joint stock com - panies to disclose information to one or more poten - tial investors in the course of a “Market Sounding” before the announcement of the transaction, in order to assess the interest of potential investors. The dis - closure of inside information by a person intending to make a takeover bid or a merger to parties entitled to the relevant securities shall also constitute a Market Sounding if: • such information is necessary to enable the parties to form an opinion on their willingness to offer their securities; and • the willingness of the parties to offer their securities is reasonably required for the decision to make the takeover bid or merger. The acquisition of a target company through a takeo - ver on the basis of insider information is prohibited
and sanctioned by imprisonment. 5.2 Market Practice on Timing
The legal requirements on the timing of disclosure and permissible delays in the process must be observed.
1123 CHAMBERS.COM
Powered by FlippingBook