MONTENEGRO Law and Practice Contributed by: Bisera Andrijasevic and Marija Ksenija Popović, BDK Advokati
Decisions of misdemeanour courts are gener - ally published on the courts’ web pages, with the parties’ identities protected (using initials instead). However, in practice, these decisions are often published with significant delays and inconsistently, with some misdemeanour courts failing to make any decisions publicly available. If the competition authority subsequently pro - hibits a transaction, it can impose divestment or other appropriate measures. There is no criminal liability for such breaches. 2.14 Exceptions to Suspensive Effect Under the Competition Act, a takeover bid may proceed before the clearance decision is issued, provided the concentration is promptly notified to the Agency. However, during this interim peri - od, the acquirer is prohibited from exercising the voting rights attached to the acquired securities. 2.15 Circumstances Where Implementation Before Clearance Is Permitted The Competition Act does not permit the clos - ing of a transaction before its clearance by the Agency, except in the limited circumstances out - lined in 2.14 Exceptions to Suspensive Effect . Additionally, the Act does not provide for a carve- out mechanism, meaning the Agency does not allow a transaction to be implemented in other jurisdictions while its approval is still pending in Montenegro.
• the conclusion of an agreement; • the publication of a public bid, offer or the closing of the bid; or • the acquisition of control. Failure to notify a concentration within the pre - scribed 15-day deadline (ie, late notification) may result in fines under the Competition Act. Legal entities can be fined between EUR4,000 and EUR40,000, while responsible individuals within the entity can face fines ranging from EUR1,000 to EUR4,000. The Agency can impose a misdemeanour fine for late filing if it is limited to the legally prescribed minimum (EUR4,000 for the undertaking and EUR1,000 for the responsible person). For higher fines, the Agency must initiate misdemeanour proceedings before the competent misdemean - our court. Minimum fines imposed by the Agen - cy can be contested by the fined party before the misdemeanour court. Decisions of misdemeanour courts are gener - ally published on the courts’ websites, with the identities of the parties protected (using initials). However, in practice, the publication of deci - sions is often delayed and inconsistent, with some misdemeanour courts failing to publish any decisions at all. According to the proposed amendments to the Competition Act, the 15-day deadline will be struck from the Competition Act, leaving the notifying parties free to notify at any moment, provided that the standstill obligation is respect - ed. 3.2 Type of Agreement Required Prior to Notification Notification may also be submitted before the conclusion of a binding agreement on the basis
3. Procedure: Notification to Clearance 3.1 Deadlines for Notification
A concentration must be notified to the Agency within 15 days of the earliest occurrence of any of the following events:
386 CHAMBERS.COM
Powered by FlippingBook