SERBIA Trends and Developments Contributed by: Uroš Popović and Tina Petrić, Drašković Popović & Partners
• mergers and other status changes where a change of control in the concerned undertak - ings occurs; • acquisition of direct or indirect control over another undertaking or a part thereof that may constitute an independent economic entity; and • joint ventures between two or more undertak - ings to create a new undertaking or acquire joint control over an existing one, perform - ing on a lasting basis all the functions of an autonomous economic entity. However, the obligation to notify the Commis - sion does not apply to every transaction involv - ing a change of control in undertakings or every company implementing such changes. Instead, it arises only when specific statutory require - ments are met. In this regard, concentration must be notified to the Commission if: • the aggregate worldwide annual turnover of all parties to the concentration in the preced - ing financial year exceeds EUR100 million, provided that the turnover of at least one party on the market of the Republic of Serbia exceeds EUR10 million; or • the aggregate domestic annual turnover of at least two parties to the concentration in the preceding financial year exceeds EUR20 million, provided that the turnover of each of at least two parties on the market of the Republic of Serbia exceeds EUR1 million in the same period. To calculate turnover, total income is calculat - ed as the sum of business, financial, and other income. In cases of related entities, the total annual income is calculated as the sum of all total income achieved by market participants who are
considered related and belong to the group to which the filing party belongs (acquirer of con - trol). When calculating the annual total income, the income that the participants in the merger achieve in mutual exchange does not count. In addition, concentrations implemented through a takeover bid within the meaning of the Law on Takeovers of Joint Stock Companies must be notified even if the turnover threshold require - ments are not met. Regarding approval, concentrations of under - takings are permitted unless they significantly restrict, distort, or prevent competition in the market of the Republic of Serbia or its part, especially if that restriction, distortion, or pre - vention results from creating or strengthening a dominant position. The permissibility of concentrations is deter - mined concerning the following factors: • market position of participants in concentra - tion and their economic and financial power; • possibility of choosing suppliers and custom - ers; • legal and other barriers upon entering the relevant market; • level of competitiveness of participants in concentration; • supply and demand trends of the relevant goods or services; • technical and economic development trends; and • interests of consumers. The preventive character of the concentration control system ensures that notified concen - trations may generally only be completed after • structure of the relevant market; • actual and potential competitors;
510 CHAMBERS.COM
Powered by FlippingBook