MONTENEGRO Law and Practice Contributed by: Bisera Andrijasevic and Marija Ksenija Popović, BDK Advokati
undertaking’s business decisions, particularly regarding its behaviour toward competitors, and should only hold the shares for the pur - pose of preparing for the sale of the securi - ties or assets in the market. The Agency may extend the 12-month period by an additional six months at the request of a financial insti - tution, provided the institution demonstrates that the sale of the securities was not possi - ble within the original 12-month period. • When control is acquired by an individual acting in the capacity of a bankruptcy or liquidation administrator, as prescribed by the applicable bankruptcy or liquidation laws. • When a joint venture is established with the objective of co-ordinating market activities between two or more undertakings that main - tain their independence. In such cases, the joint venture will be evaluated under the rules governing restrictive agreements. Internal restructurings or reorganisations are not caught by the merger control provisions. On the other hand, operations not involving the transfer of shares or assets may be considered a con - centration and caught by the merger control provisions if such operations lead to de facto acquisition of direct or indirect control over an independent undertaking or a part thereof. 2.4 Definition of “Control” In order to constitute a concentration, a trans - action must lead to a change of control over an undertaking or a part of an undertaking. The Competition Act defines control as a situation where one undertaking has: • more than half of the shares or stakes in another undertaking; or • more than half of the voting rights; or • the right to appoint the majority of members of the management board or persons author -
ised to represent the company in accordance with the law; or • a decisive influence on the management and business operations of the company. An acquisition of a minority or other interest may be caught under the merger control provi - sions if such acquisition alone or in combination with other factors provides the acquirer with the possibility to exercise decisive influence on the management and business operations of the company. 2.5 Jurisdictional Thresholds The Agency must be notified of a concentration if: • the combined total annual revenue of at least two concentration participants exceeded EUR5 million in the Montenegrin market dur - ing the previous financial year; or • the combined total worldwide annual revenue of the concentration participants exceeded EUR20 million in the previous financial year, with at least one of the concentration par - ticipants parties generating EUR1 million in the market in Montenegro during that same period. The intra-group revenues are not taken into account in the calculation of the turnover thresh - olds. 2.6 Calculations of Jurisdictional Thresholds Turnovers are calculated based on the total rev - enue from the sale of goods or services gener - ated in the year preceding the year in which the concentration is notified. For domestic turnover, export values must be excluded. Sales recorded in foreign currencies must be converted to euros using the average exchange rate of the Central
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