Serbia’s merger control framework is primarily governed by the Serbian Competition Act (Serbian: Zakon o zaštiti konkurencije) (“CA“), which has been in effect since November 1, 2009, with its most recent amendments in 2013. The specific provisions concerning mergers are outlined in Part 3 of the CA.

The CA specifies the types of transactions that qualify as notifiable mergers, requiring only those transactions classified as “concentrations” that exceed certain thresholds to be reported prior to implementation.

In addition to the CA, several supplementary regulations govern various aspects of merger control: (i) Regulation on the Content and the Manner of Submission of Merger Notifications (Serbain: Uredba o sadržini i načinu podnošenja prijave koncentracije) (“Implementing Regulation“), which governs the required content and form of merger notifications; (ii) Regulation on the Criteria for Defining Relevant Markets (Serbian: Uredba o kriterijumima za određivanje relevantnog tržišta); (iii) Guidelines on the Content and Manner for submission of the Request for Protection of Data Protection of the Commission for the Protection of Competition of 7 April February 2023 (Serbian: Uputstvo o sadržini i načinu podnošenja zahteva za određivanje mere zaštite podataka).

Merger control in Serbia is overseen by the Serbian Competition Authority (Serbian: Komisija za zaštitu konkurencije) (“SCA“), an independent administrative body that also handles the general enforcement of competition law. The SCA is led by a President and a Council, which serves as the primary decision-making body and consists of the President and four other members. The official website of SCA is available on the following link: https://www.kzk.org.rs/.

Serbia’s merger control system is closely aligned with the fundamental principles of EU competition law, ensuring that national legislation is in harmony with EU standards, thereby providing a robust framework for competition protection.

The notification process in Serbia is mandatory, requiring pre-merger notification and approval, like the EU system. Filing is compulsory whenever the thresholds outlined in the Competition Act (“CA“) are met.

Failure to comply with the notification obligation can lead to all actions taken without approval being deemed void, a practice known as “gun jumping.” Such a breach also exposes the parties to the risk of significant administrative sanctions.

When the merger filing thresholds are exceeded, the parties must comply with a standstill obligation, refraining from implementing the transaction until the clearance decision is obtained. Under the CA, companies involved in a notifiable concentration are prohibited from exercising any rights or obligations arising from the transaction until the SCA has determined its compatibility with the competition rules.

The CA allows for one exception to this general suspension rule. This applies to acquisitions carried out under laws governing takeovers of joint stock companies (“JSCs”) or those related to privatizations. In such cases, implementation of the transaction before clearance is allowed if: (i) the merger notification was submitted on time, (ii) the acquirer does not interfere with the decision-making of the target company, except to maintain the value of its investment, or (iii) the acquirer has obtained special approval from the SCA. The President of the SCA decides on such requests by issuing a formal conclusion. However, there is currently no well-established precedent regarding this exemption in practice.

It is important to note that Serbia does not have a carve-out provision. The CA does not provide any specific scenarios where the transaction may be closed prior to SCA clearance. All parties involved in the concentration are required to suspend the implementation of the transaction until approval is granted.

Sanctions for violating the standstill obligation include fines of up to 10% of the total annual turnover generated in Serbia. While the CA does not automatically invalidate the transaction or the underlying agreements if a transaction is closed before receiving clearance, the SCA has the authority to impose de-concentration measures. These measures can include ordering the parties to split a company, divest shares, terminate contracts, or take any other steps necessary to restore or safeguard competition in the market.

Under the CA, transactions classified as “concentrations” that fall under merger control are defined as follows:

1. Mergers and statutory changes that result in the consolidation of undertakings;
2. Acquisitions of control – either sole or joint – by one or more undertakings over another, or parts of it that can be considered an independent business unit;
3. Establishment of joint ventures or acquisition of joint control over existing undertakings that perform, on a long-term basis, all functions of an autonomous business.

Control over another undertaking is defined by the ability to exercise decisive influence over its operations. This influence may arise from (i) a controlling shareholding, (ii) ownership or rights over the undertaking’s assets, (iii) contractual or security-based rights, or (iv) rights derived from receivables, guarantees, or established business practices.

The CA distinguishes between sole control (one entity) and joint control (multiple entities).

The SCA has clarified that asset deals can also constitute a concentration if the acquirer gains decisive influence by purchasing assets. Consequently, transactions that do not involve the transfer of shares or assets, such as shareholder agreements or amendments to articles of association, may still require notification if they result in a change of control.

Internal restructurings or reorganizations that do not lead to a change of control are generally exempt from notification under the CA.

Additionally, the CA provides several exemptions from the obligation to notify a merger:

• When banks, financial institutions, or insurance companies acquire an interest in an undertaking with the intention to resell, provided they do not exercise control over the competitive conduct of the undertaking, and the disposal occurs within one year (with a possible six-month extension from the SCA);
• When an investment fund or investment holding company acquires an undertaking, as long as voting rights are only used to maintain the value of the company, not to influence its competitive conduct;
• The establishment of a joint venture designed to coordinate activities between two or more independent companies will be assessed according to the rules for restrictive agreements;
• When control is acquired by a bankruptcy administrator.

The acquisition of a minority interest that does not grant control over a business is generally not subject to merger control.

However, if acquiring a minority shareholding results in de facto or de jure control—whether sole or joint—over the target company, it becomes subject to scrutiny. Control is deemed to exist if the acquiring party has the ability to exercise decisive influence over the target’s operations. This influence can arise from ownership rights and agreements, securities, receivables, controlling interests, or any other mechanism that enables significant sway over the target’s business activities.

According to the SCA’s decisional practice, effective control over an undertaking includes:

1. The ability to independently make key strategic business decisions;
2. The ability to independently dispose of significant assets and/or
3. Veto rights that exceed the standard protection typically granted to (minority) shareholders.

The concepts of “control” and “change of control” are interpreted in line with EU competition law, particularly following the guidance of the EU Commission’s Consolidated Jurisdictional Notice. This alignment reflects Serbia’s commitment under the Stabilization and Association Agreement with the EU and its Member States (“SAA“), ensuring harmonization with EU standards.

The Serbian merger control regime is triggered when either of the following two thresholds is met:

• The combined worldwide turnover of all the undertakings concerned in the year preceding the concentration is at least EUR 100 million, provided that at least one of the undertakings concerned generated a turnover of EUR 10 million in Serbia or
• The combined turnover in Serbia of at least two undertakings concerned is at least EUR 20 million in the year preceding the concentration, and each of at least two of the undertakings concerned achieved a turnover in Serbia of at least EUR 1 million.

Additionally, any merger resulting from the acquisition of control over a joint stock company (“JSC”) through a public bid must be notified, regardless of turnover thresholds. However, this specific rule is not detailed in any bylaw or decisional practice, so special care should be taken when acquiring control over a JSC.

The CA applies to concentrations regardless of the sectors they relate to. However, certain industries are subject to sector-specific regulations in addition to the CA:

• Banks, insurance companies, and voluntary pension funds: Acquiring a qualified shareholding (direct or indirect) requires prior approval from the National Bank of Serbia.
• Open and alternative investment funds: Acquisition of a qualified shareholding requires prior approval from the Securities Exchange Commission.
• Media: Any change in the ownership structure of a media market participant that requires a regulatory permit must also receive prior approval from the Regulatory Body for Electronic Media.
• Telecommunications: The acquisition of qualified shareholdings must be notified to the Regulatory Agency for Electronic Communications and Postal Services.

Additionally, even if a transaction does not meet the above thresholds, the SCA may open an ex officio investigation if it learns that the parties hold a combined market share of at least 40% in Serbia or if there are reasonable grounds to suspect the transaction may be prohibited. The SCA carries the burden of proving that the market share threshold has been reached. In that case,  SCA has a five-year statute of limitations for initiating investigations following the implementation of the transaction.

The rules for calculating turnover are outlined in the CA and further explained in the SCA’s Instructions on Calculation of Turnover.

Turnover includes all revenue from the sale of goods or services during the year prior to the concentration. Further, turnover refers to the total annual revenue before taxes, excluding any intra-group sales. It is calculated based on the financial accounts of the participating undertakings and any associated entities, including direct or indirect parent companies, subsidiaries, joint ventures, and subsidiaries of parent companies, for the year preceding the merger.

The method for calculating turnover varies depending on the type of transaction:

• Sole control acquisitions: The acquiring party’s turnover includes the consolidated group turnover, while the seller’s turnover is based on that of the target company. When calculating domestic turnover, exports are deducted.
• Mergers: Turnover is calculated by consolidating the group turnovers of all merging entities.
• Joint control acquisitions: The consolidated turnover of all parent companies is considered, along with the turnover of the joint venture itself, if it has pre-existing activities.

The turnover is determined based on verified financial statements for the financial year preceding the transaction. Any changes in business during that period are not considered in the calculation.

If control is acquired over part of an undertaking, only the turnover attributable to that part is considered relevant. In joint ventures, the total group turnovers of both parent companies are taken into account.

There are special rules for calculating revenue for banks, credit institutions, financial entities, and insurance companies:

• For banks, credit institutions, and financial companies, relevant revenue includes (i) income from interest, (ii) net profits from financial transactions, (iii) commissions charged, (iv) income from securities, and (v) income from other business activities.
• For insurance and reinsurance companies, turnover is calculated based on the value of net income from premiums.

Amounts expressed in euros (EUR) are converted to Serbian dinars (RSD) using the middle exchange rate published by the National Bank of Serbia on the day the annual turnover is calculated. The applicable exchange rates can be accessed on the National Bank of Serbia’s website.

Joint ventures are subject to merger control, but only under specific conditions:

1. When two or more independent undertakings create a new entity; or
2. When they acquire joint control over an existing undertaking that operates on a long-term basis and performs all functions of an independent business — full-function joint venture.

A joint venture is deemed “full-function” if it operates on a long-term basis and performs all the functions of an independent economic entity. If a joint venture does not meet these criteria and does not act as a fully autonomous entity, it is not subject to merger control. However, such ventures may still be examined under general competition laws if they facilitate market coordination and restrictive agreements between the parent companies.

Whether a joint venture is “full-function” or merely “cooperative” hinges on the venture’s level of dependence on its parent companies and its degree of market independence. In the absence of specific local guidelines for what constitutes a “full-function” joint venture, EU regulations and definitions are applied by analogy.

In practice, when an acquisition of shares in a target company occurs in multiple stages, merger control is triggered when the acquisition allows the acquirer to exercise decisive influence over the target’s business activities—essentially, when control is established. Prior and subsequent share acquisitions in the same target company do not separately trigger filing obligations.

Additionally, according to CA, if two or more transactions between the same parties occur within a period of less than two years, they are treated as a single merger. For the purpose of this rule, the date of the last transaction determines the timing of the merger. The SCA applies this rule strictly, requiring that all transactions be concluded between the same seller(s) and buyer(s). This may result in multiple merger notifications for what is essentially a single transaction project.

There are no exemptions for foreign-to-foreign transactions under Serbian merger control regime. The general merger control rules apply to foreign-to-foreign if the jurisdictional thresholds are met.

Although the CA stipulates that it applies to concentrations that have or may have effects on competition in Serbia, the SCA has not yet implemented a domestic effects doctrine. According to current decisional practice, a transaction must meet the turnover thresholds to trigger a filing obligation, but it does not need to demonstrate an impact on competition within Serbia. As a result, foreign-to-foreign transactions that meet the required turnover thresholds are subject to filing requirements in Serbia, and the SCA typically reviews and clears these transactions within Phase I of the process.

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The SCA evaluates mergers and acquisitions using a test focused on whether the transaction would lead to a significant impediment to effective competition. This test assesses whether the concentration could result in a substantial restriction, distortion, or prevention of competition, particularly through creating or strengthening a dominant position.

The substantive assessment includes a thorough review of the concentration’s horizontal, vertical, and/or conglomerate effects.

In evaluating the transaction, the SCA considers several key factors:

• Market Structure: The configuration and dynamics of the relevant market.
• Competitive Landscape: Existing and potential competitors.
• Market Position: The economic and financial strength of the parties involved.
• Choice: The freedom of suppliers and consumers to choose.
• Entry Barriers: Legal and other obstacles to market entry.
• Competitiveness: The level of competitiveness among the undertakings involved.
• Supply and Demand Trends: Current and future trends in the relevant goods and services.
• Technical and Economic Development: Innovations and economic changes.
• Consumer Interests: The impact on consumer welfare.

In evaluating which markets may be impacted by a transaction, the SCA reviews the market definitions proposed by the notifying parties. It also investigates alternative market definitions, relying on its decisional practice and the European Commission’s decisional practice. The SCA focuses on the markets where both parties to the concentration perform economic activity (horizontal overlaps); however, vertically connected markets are also assessed. The concept of a de minimis level is not applicable.

Full-function joint ventures are evaluated using the same substantive test as other concentrations.

The CA and the relevant regulations primarily focus on competition issues in merger assessments, and non-competition factors are not given significant weight. However, SCA may still consider these non-competition issues during the review process.

For example, the CA stipulates that competition must be protected to benefit consumers. According to Article 2, point 22 of the Implementing Ordinance, the notifying party may propose that the SCA evaluate the efficiencies resulting from the transaction. In particular, the SCA will evaluate the transaction’s impact on both the parties involved and consumers, considering factors such as lower costs, reduced prices, improved quality, and increased choices. While the SCA is authorized to consider these efficiencies, there are no specific guidelines on how to balance these benefits against any potential anti-competitive effects.

Additionally, certain merger transactions may require approval from sector-specific regulators, such as those in the telecommunications, media, or banking sectors.

It is important to note that, unlike the EU, Serbia has no specific guidelines for assessing ancillary restraints in mergers.

However, this does not stop the SCA from assessing these restraints. When national rules are lacking, the SCA often relies on EU regulations and practices. It commonly uses the European Commission’s Ancillary Restraints Notice as an evaluation guideline.

The new Implementing Ordinance, effective from 2016, introduced the option for submitting a long-form notification if the notifying party wishes the SCA to assess ancillary restraints related to the concentration. Even if the applicant does not request a specific assessment of ancillary restraints, the SCA retains the discretion to review them under general competition rules. However, according to the SCA’s decisional practice, a parallel examination of antitrust (restrictive agreements) and mergers aspects is not present in merger control proceedings.

A concentration must be notified to the SCA within 15 days of the occurrence of the earliest of the following events:

1. The conclusion of an agreement;
2. The publication of a public bid or offer, or the closing of the bid;
3. The acquisition of control.

On November 11, 2009, the SCA issued a Guidance stating that a bidder can file the merger notification within 15 days following either the publication of the public bid or the closing.

Additionally, if the concentration is based on a letter of intent, memorandum of understanding, or other non-binding documents that demonstrate a serious intention to proceed, there is no fixed deadline for submitting the notification. In such cases, the parties may opt to file the notification only after signing a binding agreement.

Parties may submit a merger notification to the SCA before one of the key events (as outlined in Question 16) if they can demonstrate a serious intent to proceed. Serious intent is manifested through actions such as signing a letter of intent, publicly announcing intention to make a takeover offer, or other similar acts.

On July 5, 2016, the SCA issued a Notice regarding notifications based on serious intent.

The key points outlined by the SCA are as follows:

• Only a final and binding agreement triggers the 15-day notification deadline. No specific deadline applies to transactions notified based on serious intent.
• The document demonstrating serious intent (such as a letter of intent or a memorandum of understanding) must clearly show the commitment of all parties to the transaction and must be signed by all parties involved.
• If the document indicating serious intent differs in key details from the final binding agreement upon which the SCA’s clearance was based, the parties assume all risks associated with implementing the transaction contrary to the clearance. This may also necessitate submitting a new merger control notification to the SCA.

Pre-notification consultations with the SCA are rarely used in practice as the authority generally does not encourage consultations prior to the formal submission of a merger notification. Undertaking acquiring control of other entities bears the primary responsibility for determining whether a notification is required, with the SCA assessing compliance with competition rules only after the notification is submitted. Moreover, the SCA is typically reluctant to provide specific case-by-case guidance, focusing instead on general interpretations of competition law.

After submitting a complete filing, the SCA will make a decision either within one month (for Phase I) or within four months of initiating in-depth proceedings (for Phase II).

Once a merger notification has been formally submitted, the SCA will assess its completeness. If the notification is found to be incomplete, the SCA will provide the parties with a request for additional information (“RFI“).

The review period (Phase I) begins only after the parties have submitted all required documents and data requested by the SCA. If the SCA does not decide within one month (i.e., clearing the concentration in summary proceedings or opening investigation proceedings), the concentration is automatically deemed cleared.

However, if the SCA initiates investigation proceedings (Phase II), it must make a final decision to either clear or prohibit the transaction within four months from the start of the investigation. Again, the concentration is deemed approved if the SCA does not decide within these waiting periods.

The merger clearance deadline is calculated from the submission of a complete notification, so when the applicant provides additional documents or information at the SCA’s request, the deadline will reset accordingly.

Even if the notification is formally complete, the SCA can request additional information, clarifications, or documentation at any time before the merger is approved. We are of the opinion that this manner of deadlines calculation is contrary to the Serbian administrative legislation, and we always advise clients to comply with SCA’s RFIs.

The SCA can also request a long-form notification if needed. Although there is no set deadline for issuing requests for information (“RFIs“), it is important to note that the merger is considered cleared if the one-month deadline expires.

While the merger control regime does not permit expedited timelines, the efficiency of the clearance process can be significantly impacted by submitting a comprehensive merger notification and responding promptly to any requests for information (“RFIs“) issued by the SCA.

According to the CA, the entity that acquires control over the whole or part of one or more undertakings is obligated to submit a notification to the SCA.

In the context of joint ventures, the notification must be filed jointly by all the joint venture partners.

The form and content of merger notifications are regulated by the Implementing Regulation, which provides two types of filing options: short-form and long-form (standard).

The short-form notification is designed for cases where the concentration is unlikely to raise significant competition concerns. This simplified process can be used when:

• There is a transition from joint control to sole control.
• The companies involved are not active in the same markets, or their market shares do not exceed 20% in overlapping (horizontal) markets, and their individual market shares in vertically related markets remain below 30%.
• The combined market share of all parties in the horizontal market is under 40%, and the Herfindahl-Hirschman Index (HHI) increase (delta HHI) is less than 150.

If these criteria are not met, a long-form notification is required. The SCA also reserves the right to request a long-form filing if the case raises potential competition concerns, even if the criteria for short-form approval are initially met.

The merger notification must be submitted in Serbian and signed by the legal representatives of the notifying parties. While all appendices may be submitted as copies, the power of attorney must be an original document. Documents in foreign languages must be accompanied by a Serbian translation certified by a sworn court interpreter.

The SCA has the authority to request any additional information it deems necessary to assess the concentration. Failure to provide such requested information may result in the dismissal of the notification.

In general, merger filings must include basic information about the undertakings involved, their representatives, financials, business operations in Serbia, suppliers, and customers. Additionally, the notification must clearly outline the transaction structure, specifying the anticipated closing date, and provide an analysis of the relevant markets and the competitive environment.

In the case of long-form notifications, the level of detail significantly increases, especially with respect to market data. This includes financial figures for each party covering the last three completed business years rather than just the most recent year prior to the transaction.

Both short-form and long-form notifications require the following documents:

1. The most recent audited annual financial statements and annual reports for each party involved in the merger.
2. Registry extracts for each party.
3. Documentation of the act leading to the merger, whether it is an agreement, acquisition of control, or public takeover bid.
4. A group chart or organizational overview for each party.
5. A power of attorney.
6. Lists of key competitors (with market shares), suppliers, and customers.

Additionally, the applicant may submit any other relevant documents, such as analyses, reports, and similar materials, which we specifically recommend for long-form notifications.

The filing fee for merger clearances is structured as follows:

• Phase I (Summary Proceedings): The fee is 0.03% of the combined annual turnover of the undertakings concerned, with a maximum cap of EUR 25,000.
• Phase II (Investigation Proceedings): The fee is 0.07% of the combined annual turnover of the undertakings concerned, capped at EUR 50,000.

Confirmation of the payment must be presented to the SCA.

The filing of a merger notification, or the fact that it has been submitted, is not publicly disclosed. However, in accordance with the CA, the SCA will publish the full text of its decisions from both Phase I and Phase II proceedings on its official website (https://kzk.gov.rs/odluke/tipovi/koncentracije). These published decisions will contain a summary of the notification and key elements of the concentration. If Phase II investigative proceedings are initiated, the SCA will also publish a notice of this decision in the Official Gazette of the Republic of Serbia and on its website.

To safeguard confidential information, parties must submit a separate confidentiality request to the SCA, specifying the data to be kept confidential and requesting its protection. In that case, only non-confidential versions of the decisions will be made public, while confidential versions may be accessible only to competent courts and state bodies, which are legally obligated to treat the information as confidential.

Third parties are generally not involved in the review process in Phase I proceedings. Once investigative proceedings (Phase II) are initiated, the SCA can actively seek information, data, and opinions from third parties such as customers, suppliers, and competitors. Third parties with a legal interest may be granted access to information regarding the status of the proceeding. Further, during Phase II proceedings, third parties may voluntarily provide relevant information and documentation, as the decision to open such proceedings is published on the SCA’s website.

Upon request from either the parties to the concentration or third parties providing information for the merger review, the President of the SCA can impose confidentiality measures to protect the source or content of the data.

To secure confidentiality, two criteria must be met:

1. The need for confidentiality must outweigh the public interest in accessing the information.
2. The requesting party must demonstrate a probable risk of harm if the source or data is disclosed.

Parties involved in the concentration are required to identify confidential information that they consider should be kept confidential in a separate request with both confidential and non-confidential versions of their merger notifications or responses to the RFIs. The identities of parties providing documents or information cannot be deemed confidential.

While parties have the right to access the SCA’s file and make copies of certain documents, they cannot access voting records, official reports, draft decisions, or any materials marked as confidential. Communications between the parties and their legal representatives, including letters and notices directly related to the procedure, are considered privileged and are not subject to disclosure.

The SCA is solely responsible for reviewing and approving all mergers that meet the thresholds set by the CA.

The SCA maintains strong relationships with various international organizations and competition authorities. Its primary partner is the EU Commission, particularly DG COMP. This cooperation is primarily governed by the SAA, which requires the SCA to consider relevant EU rules and developments in its case decisions. Additionally, the SCA regularly updates the EU Commission on legislative and enforcement activities.

The SCA also collaborates closely with antitrust authorities in other jurisdictions, especially those in the region. It has signed cooperation agreements with numerous countries, including Austria, Albania, Bosnia and Herzegovina, Bulgaria, Croatia, Germany, Greece Hungary, Japan, Kazakhstan, Montenegro, North Macedonia, Romania, Russia, Slovenia, the People’s Republic of China, Romania, Turkey, and others.

Moreover, the SCA participates in several international organizations involved in antitrust matters, such as the International Competition Network, the OECD, UNCTAD, and the Network for the Protection of Competition in South Eastern Europe. SCA is also a member of the Merger Working Group. Additionally, the SCA cooperates with organizations like the Energy Community, the EBRD, the WTO, the World Bank, and CEFTA.

A merger may result in three possible outcomes: (i) approval, (ii) conditional approval (with commitments), or (iii) prohibition. The parties are legally obligated to comply with the SCA’s decision. If a concentration is approved with conditions, the SCA will specify the obligations and deadlines by which these conditions must be met. Therefore, completing the merger depends on adhering to the terms outlined in the conditional clearance.

If, after its initial assessment, the authority believes the concentration may not fulfill the criteria for approval, it will notify the parties of the relevant facts, evidence, and other elements supporting this assessment. The parties will then have the opportunity to present their views and propose modifications—such as conditions and obligations—within a time frame set by the SCA to address competition concerns.

Although the CA allows parties to propose conditions and obligations to resolve competition concerns, it does not specify the types of remedies that are acceptable for obtaining merger clearance. There are no formal guidelines detailing the types of remedies or procedures that the SCA may accept. However, relevant EU regulations and practices may serve as a reference for both the parties and the SCA when considering appropriate remedies and their implementation.

As such, remedies must be negotiated on a case-by-case basis during the merger review process. Given that the CA lacks specific provisions regarding acceptable remedies and the SCA’s practice in this area is limited, significant discretion is left to the authority. Remedies may take various forms, whether structural or behavioral, and may be subject to time limitations or be indefinite.

Since its first conditional approval in 2009, the SCA issued several conditional clearance decisions across various sectors, often requiring structural or behavioral remedies to address competition concerns. In 2009, the SCA approved two transactions with conditions, including maintaining lease agreements and regulating ticket prices on a specific flight route. In 2011, a sugar sector merger was initially blocked but later approved on appeal with commitments to divest part of the business. Further conditional clearances followed in sectors such as retail, telecommunications, cement, and airlines, often involving commitments to divest assets, limit price increases, or adhere to reporting obligations. Notably, decisions in the telecommunications and sugar sectors imposed divestitures, behavioral remedies, and infrastructure commitments, while more recent clearances in 2018 and 2019 in the fresh bread and retail sectors focused on reporting obligations and lease terminations.

When the SCA determines that a proposed transaction may significantly restrict, distort, or prevent competition, the notifying party may enter into negotiations to propose remedies. In such cases, the SCA will issue a statement of objections, outlining the facts and evidence it intends to rely on for its decision, and will request the notifying party’s comments. In response, the notifying party can propose conditions and obligations to address the identified anti-competitive concerns. If the SCA deems the proposed remedies sufficient, it will approve the transaction.

Remedies offered by the notifying party can be either structural or behavioral, with the SCA’s decisional practice favoring behavioral remedies more frequently.

Although the CA implies that remedies may only be offered after the issuance of a statement of objections, in practice, remedies can be proposed from the outset of the merger review process, even before the initiation of investigative proceedings (Phase II).

Should the SCA raise serious concerns about a merger, it is crucial for the parties to begin negotiating potential commitments well in advance of any deadlines. The authority typically considers approving a merger with conditions only if the parties proactively offer commitments to address the competition issues.

Suppose the agreed-upon remedies are not adhered to. In that case, the SCA may take corrective actions, including (i) imposing de-concentration measures to restore competition in the market, such as ordering the divestment of assets, unwinding contracts, or taking other necessary steps and (ii) levying fines of up to 10% of the total annual turnover generated in Serbia.

If the parties implement a merger before obtaining approval from the SCA, they may face fines. The fine will be calculated based on the nature, severity, and duration of the violation, with a maximum penalty of 10% of the parties’ turnover generated in Serbia during the year preceding the initiation of proceedings.

Additionally, the merger may be prohibited, and the SCA could order the parties to reverse the transaction. This may involve splitting up the merged entity or implementing other corrective measures to restore effective competition in the market.

If a merger notification is deemed incomplete, the case handler at the SCA will request the notifying parties to submit the required additional information within a specified timeframe. Failure to provide the requested information within this period will result in dismissing the notification.

Under the CA, parties that fail to comply with a request for information or submit false or misleading data may face procedural fines. These penalties range from EUR 500 to EUR 5,000 per day of delay and are capped at 10% of the total annual turnover of the non-compliant undertaking. The payment deadline for such fines is set in the SCA’s decision and must be between one and three months from the date the decision is issued. The SCA has previously imposed such fines in several cases.

The decisions of the SCA are final and can be contested before the Administrative Court (Serbian: Upravni sud).

While the CA does not specify who is entitled to appeal, the Administrative Disputes Act provides that the following individuals or entities may file a claim: (i) the parties involved in the transaction; (ii) interested third parties or public bodies if they have a direct interest affected by the decision; and (iii) competent authorities if the decision contravenes the law. Note that filing an appeal does not suspend the enforcement of the decision.

The appeal must be filed within 30 days from the receipt of the decision. This time limit is strict, and filing an appeal does not halt the decision’s enforcement.

Appeals against rulings of the Administrative Court can be made to the Supreme Court (Serbian: Vrhovni sud) and are limited to points of law.

In 2023, the Commission for Protection of Competition received a significant volume of merger notifications, with 223 cases reported.

• Short-form Procedures Dominate: Over 90% of these notifications were submitted in an short-form reflecting the efficiency of the regulatory process.
• Sectoral Focus: The energy and mining sectors emerged as key areas of merger activity, followed by real estate, construction, automotive, pharmaceutical, banking, and telecommunications. Other notable sectors included chemicals, food, IT, and business logistics.
• Approval Patterns: Over three-quarters of approved mergers involved acquisitions of control over existing market participants, while joint ventures and acquisitions of joint control accounted for a smaller proportion.

To the best of our knowledge, there are currently no pending legislative changes or publicly announced initiatives that would alter the local merger control regulations.