BOSNIA & HERZEGOVINA Law and Practice Contributed by: Bojana Bošnjak-London and Nebojša Marić, Marić & Co Ltd
2.4 Antitrust Regulations Merger control remains a central regulatory consid - eration in transactions involving Bosnia and Herzego - vina. Concentrations must be notified where statutory turnover thresholds are met at both global and local levels, or where the parties’ combined position on the relevant market reaches a significant level. In prac - tice, this means that transactions involving sizeable regional groups or market leaders frequently require prior clearance. Over the past year, the Competition Council has demonstrated a more structured and economically focused approach to market definition and competi - tive assessment. Greater attention is being paid to vertical relationships, conglomerate effects and sec - tor-specific market dynamics, particularly in energy, telecommunications and FMCG. Early assessment of notification obligations and market share calcula - tions has therefore become a standard component of transaction planning. Implementation of a notifiable transaction prior to clearance is prohibited. Parties typically structure signing and closing mechanics to ensure compliance with the standstill obligation, with regulatory approval operating as a condition prec - edent to completion. 2.5 Labour Law Regulations In Bosnia and Herzegovina, transfer of undertaking rules apply in the context of share and asset acquisi - tions where a business, or part of a business, is trans - ferred to a new employer. Upon transfer, employment contracts of the affected employees automatically continue with the acquirer under existing terms and conditions. The transferee assumes all rights and obli - gations arising from the employment relationships as of the transfer date. The transferor and transferee are required to inform and, where applicable, consult employees or their representatives prior to the transfer. While employee consent is generally not required for the automatic continuation of employment, employ - ees retain the right to object to the transfer of their employment, in which case statutory consequences may apply. Collective agreements in force at the time of the trans - fer continue to bind the new employer under the same terms. These agreements cannot be unilaterally ter -
minated solely due to the transfer, and any modifi - cation must comply with statutory procedures. There have been no material legislative changes in past 12 months affecting this framework. The current regime remains aligned with EU transfer of undertaking prin - ciples and continues to provide continuity and pro - tection of employees’ rights in transactional contexts. 2.6 National Security Review Bosnia and Herzegovina does not operate a formal foreign direct investment (FDI) screening regime based on national security review. There is no standalone national security clearance process for acquisitions. However, transactions in regulated or strategically sensitive sectors – including energy, telecommunica - tions, banking and insurance – are subject to sec - tor-specific regulatory approvals. In practice, these approval processes may involve a review of ownership structure, ultimate beneficial ownership and compli - ance with public policy considerations. As a result, although there is no formal national security screening mechanism, regulatory clearance can play a decisive role in the timing and structuring of transactions in strategic industries. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments In the past three years, Bosnia and Herzegovina has not seen landmark court decisions fundamentally reshaping the M&A legal framework. Of particular rel - evance is a 2024 ruling of the Constitutional Court of Bosnia and Herzegovina confirming that certain cat - egories of state-owned property, including agricultural land, rivers, forests and forest land, fall under the own- ership of the state of Bosnia and Herzegovina. The decision emphasised that disposal and management of such assets must be regulated at the state level. This ruling has had practical implications for trans - actions involving concessions, infrastructure, energy projects and land-intensive investments, increasing the importance of careful title verification and regula - tory due diligence in affected sectors.
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