MONTENEGRO Trends and Developments Contributed by: Bisera Andrijasevic, BDK Advokati
In recent years, developments in competition enforcement in Montenegro have been fuelled by the European integration process. Negotiations in Chapter 8 – Competition with the European Commission have motivated the Government to work on alignment of competition legislation with the EU acquis, and the national competition authority, the Agency for Protection of Competi - tion (“the Agency”), to step up enforcement in order improve its track record. Due to its broad and general provisions, the Mon - tenegrin Competition Act, while largely aligned with EU merger control legislation, has left many aspects open to interpretation. For merger con - trol, as implementing bylaws, the Rulebook on the Method and Criteria for Determining the Relevant Market and the Guidelines for submis- sion of a merger notification supplement the Competition Act. Although EU regulations do not apply directly in Montenegro, the Agency frequently relies on EU legislation and case law in its decision-making. This reliance underscores the need for clearer local legislative provisions to ensure consistency and predictability in merger control enforcement. The Agency has so far not issued any publicly available opinions or guide - lines related to interpretation of the Competition Act with respect to merger control. The absence of detailed provisions in the Com - petition Act has often resulted in ambiguity for businesses and legal practitioners. External sources of support or guidance, while useful, do not always address the unique characteristics of the Montenegrin market. The need for a more comprehensive and precise local framework is critical to provide legal certainty and ensure that enforcement actions are both proportion - ate and effective. Montenegro’s merger control framework has remained static, with no legisla - tive changes in recent years. However, all this
is set to change with a new Competition Act to be adopted in this year. The draft Act was pub - lished in February 2025 for a very brief public discussion, and the official proposal is expected to be put forward by the Government and sent to Parliament for adoption. In this Article, we provide an overview of the most critical challenges in the enforcement of merger control rules, and the expected changes to some of those rules which should be intro - duced through the amendments to the Competi - tion Act during 2025. No Exception Based on Lack of Local-Market Impact In its jurisdictional assessment of transactions, the Agency does not permit exceptions based on a lack of local effects. This means that the obligation to notify a concentration and suspend its implementation until approval is obtained arises whenever (very low) thresholds are met. In other words, turnover exceeding statutory thresholds is deemed sufficient to demonstrate local-market effects. The turnover thresholds may be exceeded based on the turnover of only one undertaking concerned, even when the tar - get is not present on the market in Montenegro. Consequently, companies which generate over EUR20 million worldwide and EUR1 million in Montenegro are obliged to notify any acquisition that takes places globally to the Agency. Consistent with this approach, the Agency has, for example, determined that a foreign trans - action involving the acquisition by a foreign undertaking of several brick-and-mortar grocery stores in a neighbouring country was notifiable in Montenegro solely because the acquirer gener - ated above-threshold sales in the country. The Agency dismissed the argument that it lacked jurisdiction to review the transaction, which by
397 CHAMBERS.COM
Powered by FlippingBook