SERBIA Trends and Developments Contributed by: Uroš Popović and Tina Petrić, Drašković Popović & Partners
approval by the Commission. The concentration control procedure is divided into two phases. The Law explicitly stipulates that the Commis - sion must issue (the equivalent of) a Phase I clearance decision or a decision to commence (the equivalent of) a Phase II investigation within one calendar month of filing a complete notifi - cation (complete with all information and sup - porting documentation, including translation into Serbian). The one-month period starts on the first calendar day after submitting a complete notification. If either decision is not reached within one calendar month, the Commission is prohibited from further examining the proposed concentration, and it may be implemented with - out reservations. In practice, case handlers sometimes extend this deadline by requesting additional informa - tion from the parties, thus “stopping the clock” (ie, indicating that the notification was incom - plete as submitted). The Commission has the discretion to either approve, prohibit, or approve concentrations with specified conditions. Typically, the Com - mission issues a Phase I clearance decision if the concentration does not lead to the “creation or strengthening of a dominant position.” The Commission must issue the Phase II deci - sion within four months of issuing the conclusion that marks the start of Phase II. This four-month period begins on the first calendar day after the conclusion is issued. A concentration is deemed cleared if the Com - mission fails to deliver a decision within one month of submitting a complete merger noti - fication (four months if ex officio investigation proceedings are opened).
It is important to note that, due to the estab - lished financial thresholds, any concentration involving an entity with more than EUR100 mil - lion in worldwide turnover and over EUR10 mil - lion in turnover within Serbia must be reported in Serbia. As a result, many foreign-to-foreign transactions are notified in Serbia, which has drawn significant criticism from the professional community. In addition to the notification obligation within the statutory time limit, a standstill obligation prohibits the implementation of concentration before its clearance. The Commission may impose measures to protect competition (up to 10% of the aggregate annual turnover) from violating the standstill obligation through early implementation of a transaction, including pro - cedural penalty measures. Concentrations and negotiations on their imple - mentation may pose a high risk of potential competition infringements, as undertakings may gain insights into confidential business informa - tion about competitors. Therefore, it should be ensured that employees involved in the process: • comply with data confidentiality agreements, especially under competition regulations; and • do not share information learned about com - petitors with other employees of companies involved in transactions executing a concen - tration. In the most extreme cases, consider creating a “clean room” with sensitive data and limiting access to only a minimum number of profession - als involved in the process.
511 CHAMBERS.COM
Powered by FlippingBook