Like most of Europe, Serbia has been affected by the COVID-19 outbreak. How does this affect merger control in Serbia?
Serbia in state of emergency
On March 15, the Serbian government declared a state of emergency and adopted measures aimed at limiting the spread of the virus. In the following days, these measures were tightened – now, all persons aged 65 or older are supposed to stay inside at all times, while for the rest of the population this applies during nighttime (between 8pm and 5am).
How will the COVID-19 outbreak affect merger control deadlines in Serbia?
A specificity of Serbia’s merger control regime is that there is a deadline within which the parties to the concentration are supposed to file their transaction to the Serbian national competition authority (NCA) – the Commission for Protection of Competition. Specifically, according to the Serbian Competition Act, the parties are supposed to submit the merger filing within 15 days of the signing of the transaction document (generally, this would be an SPA).
If the merger filing were not submitted within this deadline, it is possible the parties could even face a fine. The wording ‘possible fine’ is not used here without a reason – to start with, based on how the relevant provisions of the Serbian Competition Act are phrased, it is not clear if the Serbian NCA would actually have a statutory basis for imposing such a fine. In addition, it seems the NCA has not tried to use such powers in practice.
Based on this, and in particular considering the extraordinary circumstances in the wake of the COVID-19 outbreak, perhaps the Serbian NCA will not be looking at the filing deadline so strictly.
How has the Serbian NCA reacted to the emergency situation?
In an official statement published on its website, the Serbian NCA has announced changes in its operation regime during the outbreak. First of all, the NCA announced there will be no meetings with private parties during the emergency situation and that all communication with the NCA will be handled electronically, via email.
However, the NCA also announced that its its registry office, where parties can make their submissions to the NCA, will remain open. This means that the parties could still submit a merger filing in person. Also, they could send the merger filing by mail, which, at least at the moment, is functioning normally.
How will the emergency affect the NCA’s decision-making process?
According to the Serbian Competition Act, the NCA is supposed to decide on a notified merger within one month from the receipt of a complete merger filing. Within that deadline, the NCA is supposed to either clear the transaction in Phase I or open a Phase II probe of the merger. If it opens a Phase II, the NCA must complete the probe within additional four months.
The state of emergency does not affect this deadline and we can still expect the NCA to decide within these time limits. Nevertheless, considering the extraordinary circumstances, it would not come as a surprise if the merger control procedure would be taking a bit more to complete than would be the case in normal conditions.
What if I have additional questions about the merger control process in Serbia?
Update: 25 March 2020
Following the publication of this post, the Serbian Government has issued a decree which clarifies the issue of deadlines in the merger control procedure in Serbia during the state of emergency. To read more about this, please access our post Serbia: Merger Control Deadlines During COVID-19.