Serbia: The new Decree on the Content and Manner of Submitting the Notification on Concentration regulating the simplified notification procedure in detail was adopted

Competition

Uroš Popović

Publisher: Bojović & Partners

As most business subjects which are active on the Serbian market already know, the Law on Protection of Competition (hereinafter referredto as the „Law“) prescribes the obligation of notifying certain concentrations which fulfill the prescribed thresholds, as well as the obligation of the concentration participants to abstain from its implementation until the Commission for Protection of Competition (hereinafter referred to as the „Commission“) renders a decision on its (conditional or non-conditional) approval. In case of non-compliance with these obligations, the Commission is authorized to, inter alia, impose various measures for protection of competition, including a monetary fine in the amount of up to 10 percent of an undertaking’s total annual revenue.

In addition, the Law prescribes relatively low thresholds for notification of concentration, with the result of a great number of (even “foreignto-foreign”) concentrations being captured and notified to the Commission, regardless of the fact that these concentrations do not have any impact on the competition on the national market whatsoever. Thus, for example, a joint venture of two foreign companies, established in a foreign country with an aim to conduct business activities outside of Serbia, is subject to the approval procedure in Serbia if at least one of the parties of the JV generated revenue in the amount of over 10 million euros in Serbia (under condition that the total revenue of both parties, generated on the worldwide market exceeds 100 million euros), even if the revenue generated in Serbia arises from the business activity which is not related to the business activity of the JV. 

Having in mind that, due to this situation, a large number of transactions was notified to the Commission, and because of the existence of only one (regular) procedure on deciding upon notifications which entailed a detailed assessment of all facts and circumstances, the Commission was overloaded with work which certainly affected its efficiency and speed, as well as the cost (in both funds and time) of the preparation of notifications. Hence, the Commission itself suggested a more detailed regulation of this area via the introduction of an additional, less demanding notification procedure. In that regard, the new Decree on the Content and Manner of Submitting the Notification on Concentration (hereinafter referred to as the „Decree“) was adopted according to which the concentration fulfilling certain conditions, i.e. in situations in which it is less likely that the concentration will negatively affect the competition and for which the simplified notification is determined as sufficient, may be subject to a simplified procedure. The simplicity of the respective procedure is primarily reflected through the reduced number of necessary documents and information required for proper enactment of decision. It is noticeable that the data on 5 top customers and 5 top suppliers, along with the data on value of sales for each customer/supplier for 3 years preceding the year in which the concentration is being conducted, is still required, which arguably diminishes to a great extent the “simplified” character of the Decree. 

The text of the new Decree was published on 1 February 2016 on the website of the Commission, along with the templates of the notifications on concentration both in regular and simplified procedure. The text of the Decree and new templates in Serbian language may be found at the following link.