Serbia - Karanovic & Nikolic

SerbiaThe Competition Law also applies to foreign-to-foreign mergers, in which case the samejurisdictional thresholds apply. Therefore, there is no local effects doctrine prescribedunder the Competition Law. The Competition Commission has in many cases thus farexamined and issued clearances in foreign-to-foreign transactions. It has taken a verystrict and formalistic approach in this respect, and it requires mandatory filing whenevereither of the two thresholds is met. Normally, foreign-to-foreign mergers without anycompetition concerns in the local Serbian market will be processed through a Phase Iproceeding.Additional rules may apply for certain sectors (i.e., banking, insurance,telecommunications and media).iii ProcedureFiling deadlinesThe merger notification must be filed with the Competition Commission within 15calendar days of the date of entering into the agreement, the announcement of the publicoffer or the acquisition of controlling shares, whichever takes place first. If the parties donot file in a timely manner, the Competition Commission may impose fines ranging infrom E500 to E5,000 for each day of late filing. The filing can be made based on a letterof intent, or any similar document showing both parties’ serious intent to enter into thetransaction. The Commission has so far been reluctant to accept unilateral declarationsor commitments as valid proof of this.Pre-notification discussionsThe Competition Law does not provide for pre-notification discussions with theCompetition Commission. However, informal discussions with the authority arepossible, although still very rare. The duration of informal discussions would dependon the complexity of the case in question. Any representations made orally by theCommission are not legally binding on them.Length of reviewThe length of review depends on whether the Commission decides on implementingfast-track (Phase I) or inquiry proceedings (Phase II). For Phase I, the statutory deadlineis one calendar month after filing a complete merger notification. Phase II can onlybe initiated after the Phase I proceeding has expired; the Commission then has a timeframe of three calendar months to issue a decision in this case. If the Commission doesnot issue a decision either clearing (conditionally or unconditionally) or forbidding themerger within the above-cited deadlines, the merger is considered to be cleared.Standstill obligationThe law prescribes a standstill obligation, i.e., the parties must suspend the implementationof the transaction until the clearance is issued, or until the statutory deadlines haveexpired.Mandatory stay of the concentration does not prevent the implementation of atakeover notified to the relevant authority pursuant to the law regulating the takeover ofjoint stock companies, or the law regulating privatisations, under the condition that the374