Mixed-use Hotels – Montenegro takes a step forward in luxury hotel development Mixed-use Hotels – Montenegro takes a step forward in luxury hotel development | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/September/mixed-use-hotels-montenegro-luxury-hotel-development.aspxMixed-use Hotels – Montenegro takes a step forward in luxury hotel development Mixed-use Hotels – Montenegro takes a step forward in luxury hotel development | News | Karanović & Nikolić string;#14/09/2018<p style="text-align:justify;">Over the years, Montenegro invested significant efforts in the development of the tourism industry, and one could say that it is steadily becoming a go-to destination for those seeking an ultimate luxury Riviera lifestyle. The recent steps taken by Montenegrin legislators show that international trends are well received and recognized by local authorities, this time through the implementation of a new hospitality model – the mixed-use hotel. The mixed-use hotel incorporates hotel and residential features, making it the perfect combination of the two accommodation concepts that have been traditionally present in Montenegro for quite some time.</p><p style="text-align:justify;">In 2018, Montenegro created the legal framework for mixed-use hotels by adopting the new Law on Tourism and Hospitality. This law states that a mixed business model may be performed in a hotel with a minimum of five-stars and with a minimum of 120 accommodation units in the coastal region or on the territory of Podgorica, or a minimum of four stars with a minimum of 60 accommodation units in the central and northern region, except for Podgorica, operating for 12 months at least. </p><p style="text-align:justify;">Nevertheless, the accommodation units may be sold, but the percentage of accommodation units intended for sale may not exceed 50% of the total accommodation capacity of the mixed-use hotel. Exceptionally, in five-star hotels with a minimum of 240 accommodation units in the coastal region and Podgorica or in four star hotels with at least 120 accommodation units in the central and northern region except Podgorica, the percentage of the accommodation units for sale cannot exceed 60% of the total accommodation units.</p><p style="text-align:justify;">Furthermore, the legislators made the mixed-use business model appealing not just to tourists, but also to reputable hotel brands, by stating that the management and maintenance of a hotel may be conferred upon the tourist operators on the basis of a management and maintenance contract. </p><p style="text-align:justify;">It is also important to mention that the hotels which have a license to conduct hospitality business can change their business models into condo or mixed-use business models. Such a change is feasible only in the case of reconstructing an existing single or two-star category hotel in a way to raise its categorization to at least four stars in the northern and central region (excluding Podgorica), and at least five stars in the coastal region and in Podgorica.</p><p style="text-align:justify;">In the end, it remains to be seen whether investors will recognize the trend of mixed-use hotels similarly to the Montenegrin legislators, and decide to make Montenegro even more alluring to future tourists. </p><p style="text-align:justify;"> </p><p style="text-align:justify;"> </p><p style="text-align:justify;"><em class="ms-rteStyle-Quote">The information in this document does not constitute legal advice on any particular matter and is provided for general informational purposes only.</em></p><p>​</p>
Amendments to the Serbian Law on Payment Services Amendments to the Serbian Law on Payment Services | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/September/amendments-serbian-law-payment-services.aspxAmendments to the Serbian Law on Payment Services Amendments to the Serbian Law on Payment Services | News | Karanović & Nikolić string;#14/09/2018<p style="text-align:justify;">​The summer has brought a set of amendments to the existing laws, as well as the adoption of new laws in Serbia's financial sector. This overview focusses on the changes made to the Law on Payment Services (the "<strong>PS Law</strong>"), while additionally the Law on the National Bank of Serbia ("<strong>NBS</strong>") has also been slightly amended, and two new important laws have been enacted: the Law on Consumer Protection in the Distance Selling of Financial Services and the Law on Interchange Fees and Special Rules for Payment Card Transactions ("<strong>IF&PCT Law</strong>").</p><p style="text-align:justify;">The amendments to the PS Law entered into force on 16 June 2018, but they will be applicable as of 17 March 2019, save for the provisions that will apply from the date of Serbia's accession to the EU. The NBS should enact the relevant bylaws for the implementation of the changes until 17 December 2018.</p><p style="text-align:justify;">At the beginning of this year, the NBS published a draft law on the basis of the Directive 2014/92/EU of the European Parliament and of the Council on the comparability of fees related to payment accounts, payment account switching and access to payment accounts with basic features ("<strong>Directive</strong>"). The intention was to ease the administrative procedure of switching accounts between the banks, thereby increasing the market competitiveness and transparency. In the end, the legislators opted to incorporate the mechanisms from the Directive related to the switching of accounts and payment services, generally, into the PS Law while the matters related to interchange fees and the special rules on payment cards have been regulated in the new IF&PCT Law.</p><p style="text-align:justify;">Apart from the said aims and harmonisation with the Directive and the acquis, the amendments are designed to improve the protection of payment service users, intensify the development of non-cash payments and enhance the comprehensibility of basic concepts related to the payment account services. </p><p style="text-align:justify;">The central novelties of the amendments to the PS Law are as follows:</p><ul style="text-align:justify;"><li><strong style="text-decoration:underline;">Introduction of the payment account switching service </strong><strong>­</strong>– Payment service users will no longer be burdened with administrative and time-consuming procedures to change banks (or other payment service providers). Once the user grants authorization to the new bank, the switching process will be conducted entirely between the banks and it will not require further interference of the payment service users. This simplified procedure for payment account switching is aimed to further develop the competitiveness between the payment service providers, and reduce the time and costs for users in this area.</li><li><strong><span style="text-decoration:underline;">Definition of the payment account with basic features</span> – </strong>By unifying the concept of a payment account with basic features, the amendments are aimed to give access to the basic features of a payment account to all payment service users, regardless of their financial standing. This account is defined as an account used for executing payment transactions in dinars. Subject to the applicable anti-money laundering rules, local banks are bound to enable a consumer with a lawful residence in Serbia to open and use a payment account with basic features, if the consumer does not already have such an account. The amendments also expressly ban any sort of discrimination when opening an account for a consumer who lawfully resides in Serbia. The banks will be bound to provide certain prescribed services related to the payment account with basic services free of charge or with reasonable charges.</li><li><strong><span style="text-decoration:underline;">Increased transparency of payment account services / List of representative services </span>– </strong>The NBS will start to publish a list of the most representative services linked to a payment accounts and the fees thereof. This comparative data is intended to help the payment service consumers make an informed decision when selecting a payment service provider. Upon the collection of data from the payment services providers, the NBS will publish on its website comparable data on the fees charged by the providers of payment services (at least) for representative services.</li><li><strong><span style="text-decoration:underline;">Overview of the payments services and fees</span> – </strong>Payment service providers will be bound to prepare an overview of the services and respective fees in line with the list of representative services to be published by the NBS. The overview has to be provided to the payment service user (free of charge) prior to the conclusion of an agreement with a payment service provider. Further, the payment service providers are obliged to deliver annually (and at no cost) to the payment service users the report on all fees charged to them, as well as all interest rates, in relation to the payment account. Exceptionally, this duty applies to users which are not consumers only upon their request. <strong> </strong></li><li><strong><span style="text-decoration:underline;">The amount for which payment service users assume the risk of unauthorized payment transactions decreases to RSD 3,000 (approx. EUR 17)</span> – </strong>The earlier threshold of RSD 15,000 (approx. EUR 125) is now reduced, and the risk of stolen or abused payment cards is now assumed by the payment service providers for all unauthorized payment transactions above RSD 3,000. The NBS also got the authorisation to prescribe an even lower threshold depending on the circumstances.</li><li><strong><span style="text-decoration:underline;">Entrepreneurs entitled to withdraw cash in the amount of up to RSD 600,000</span> – </strong>The amendments enable entrepreneurs (as opposed to individuals only) to instantly withdraw cash in the amount of up to RSD 600,000, free of charge.</li><li><strong>Initial capital threshold for the payment system operator license increases </strong>– Prior to the changes, a general minimum initial capital for payment system operators was EUR 100,000. This threshold has now been increased to EUR 1,000,000.</li><li><strong style="text-decoration:underline;">Prevention of money laundering and terrorism financing </strong>– Licencing procedures for payment institutions shall now include an evaluation of the business reputation of the associates of the applicants, management bodies/persons of payment institutions and its ultimate beneficial owners. These licencing requirements have also been introduced in other laws which regulate financial service providers.</li><li><strong><span style="text-decoration:underline;">Deadlines for the NBS to decide upon the orderliness of the licencing applications</span> –</strong>  Upon the expiry of 15/30 days as of the receipt of the licencing application (depending on the respective licencing procedure), the NBS shall inform the applicant if their application is unduly submitted and how to edit it.  </li><li><strong><span style="text-decoration:underline;">Compliance responsibilities of the banks</span> – </strong>Banks are bound to adjust their business operations and internal acts with the amended PS Law by 17 March 2019, and to harmonize the concluded agreements that regulate services related to payment accounts by 17 February 2019. The harmonization of agreements may also be conducted by way of alignment of the applicable general terms of business. </li></ul><p><br><br> </p><p><em class="ms-rteStyle-Quote">The information in this document does not constitute legal advice on any particular matter and is provided for general informational purposes only.</em></p>
Miloš Jakovljević Shortlisted to Win the 2018 M&A Advisor Awards Miloš Jakovljević Shortlisted to Win the 2018 M&A Advisor Awards | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/September/milos-jakovljevic-shortlisted-win-2018-ma-advisor-awards.aspxMiloš Jakovljević Shortlisted to Win the 2018 M&A Advisor Awards Miloš Jakovljević Shortlisted to Win the 2018 M&A Advisor Awards | News | Karanović & Nikolić string;#12/09/2018<p style="text-align:justify;">We are proud to announce that Miloš Jakovljević, Partner* in the Corporate & Commercial Practice Group of Karanović & Partners, is a finalist for the 17th Annual M&A Advisor Awards in the Legal Professional of the Year category. <a href="https://www.karanovicpartners.com/people/milos-jakovljevic"><span lang="EN-GB" style="text-decoration:underline;">Mr Jakovljević</span></a> is chosen amongst a globally recognized group of esteemed lawyers whose activities set the standard for M&A transactions.</p><p style="text-align:justify;">Organized by the <a href="http://maadvisor.com/index.html"><span lang="EN-GB" style="text-decoration:underline;">M&A Advisor</span></a>, these awards are a way of recognizing the leading dealmakers, professionals, firms and transactions in the fields of M&A, financing, and restructuring since 2002. The award winners will be announced at the 17th Annual M&A Advisor Awards Gala on Tuesday, 6 November at the New York Athletic Club in New York</p><p> </p><p><em>⃰ <span class="ms-rteStyle-Quote">Independent attorney at law in cooperation with Karanović & Nikolić.</span></em></p><p>​</p>
Karanovic & Partners wins the 2018 Euromoney Real Estate Awards Karanovic & Partners wins the 2018 Euromoney Real Estate Awards | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/September/karanovic-partners-wins-2018-euromoney-real-estate-awards.aspxKaranovic & Partners wins the 2018 Euromoney Real Estate Awards Karanovic & Partners wins the 2018 Euromoney Real Estate Awards | News | Karanović & Nikolić string;#04/09/2018<p style="text-align:justify;">We are proud to announce that Karanovic & Partners won the Euromoney Real Estate Survey in the Advisors and Consultants category for the second year in a row! Karanovic & Partners was once again chosen as the Number One Legal Service provider in Serbia in the Real Estate industry. </p><p style="text-align:justify;">"It is truly a privilege to be honored with this award for the second time. This recognition attests Karanovic & Partners's commitment to outstanding client service, as well as the expertise and professionalism of our <a href="https://www.karanovicpartners.com/expertise/practices/real-estate"><span lang="EN-GB" style="text-decoration:underline;">Real Estate team</span></a>", said <a href="https://www.karanovicpartners.com/people/rastko-petakovic"><span lang="EN-GB" style="text-decoration:underline;">Rastko Petaković</span></a>, the Managing Partner at Karanovic & Partners.</p><p style="text-align:justify;">The Euromoney Real Estate Survey canvasses the opinions of the leading firms involved in the real estate sector worldwide – the advisors, developers, investment managers, banks, and corporate end-users of real estate are all invited to take part. These awards, now into their 14<sup>th</sup> year, are a way of recognising the leading providers of real estate products and services.</p><p style="text-align:justify;">The renowned <a href="https://www.euromoney.com/"><span lang="EN-GB" style="text-decoration:underline;">Euromoney magazine</span></a> was created in 1969, originally to cover the re-emergence of the international cross-border capital markets. Today, their specialised journalists bring an authoritative round up of banking, capital markets, investment, foreign exchange & treasury, and regional markets including Asia, Latin America, and EMEA.</p><p>​</p>
Zijin Mining takes over RTB Bor for USD 1.46 billion Zijin Mining takes over RTB Bor for USD 1.46 billion | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/August/zijin-mining-takes-over-rtb-bor-privatisation.aspxZijin Mining takes over RTB Bor for USD 1.46 billion Zijin Mining takes over RTB Bor for USD 1.46 billion | News | Karanović & Nikolić string;#31/08/2018<p style="text-align:justify;">​Zijin Mining, one of China's biggest gold producers and the second biggest producer of copper ore, won the tender to become a strategic partner in Serbia's sole copper complex RTB Bor. The Chinese company pledged to invest USD 1.46 billion in return for a 63% stake. </p><p style="text-align:justify;">Karanovic & Partners advised Zijin Mining in this privatisation procedure. The services performed by the Karanovic & Partners legal team – led by Senior Partner <a href="https://www.karanovicpartners.com/people/milos-vuckovic/">Miloš Vučković</a> and Partner ⃰ <a href="https://www.karanovicpartners.com/people/ivan-nonkovic/">Ivan Nonković</a>, included legal advisory, a due diligence of RTB Bor, the review and analysis of the transaction documents, as well as assistance in the privatisation process.</p><p style="text-align:justify;">Copper ore has been excavated and melted for more than 100 years in <a href="https://rtb.rs/en/">RTB Bor</a>, which contributes 0.8% to the country's GDP. </p><p style="text-align:justify;"><a href="http://www.zijinmining.com/">Zijin Mining Group Company Limited</a> is a leading a Chinese gold, copper and non-ferrous metals producer and refine. The company employs more than 17 thousand workers in nine countries, and last year it was the 22nd most valuable mining company in the world. Zijin's annual operating income amounts to EUR 10 billion, with net profits exceeding EUR 230 million.</p><p style="text-align:justify;">Zijin has pledged that it would keep all 5,000 workers currently employed in RTB Bor.</p><p style="text-align:left;"> </p><p style="text-align:left;"> </p><p style="text-align:left;"><em>⃰ <span class="ms-rteStyle-Quote">Independent attorney at law in cooperation with Karanović & Nikolić.</span></em></p>
Srbijavode Opens Tender for the Lease of Riverine Srbijavode Opens Tender for the Lease of Riverine | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/August/srbijavode-tender–lease-riverine-hydropower.aspxSrbijavode Opens Tender for the Lease of Riverine Srbijavode Opens Tender for the Lease of Riverine | News | Karanović & Nikolić string;#30/08/2018<p style="text-align:justify;">The public enterprise Srbijavode announced the tender for the lease of riverine – a riverbed with accompanying waterside, for the construction of small hydro power plants on 18 different locations in Serbia. These locations are in the municipalities of Arilje, Kraljevo, Novi Pazar, Surdulica, Raška, Babušnica, Ivanjica, Trgovište, Pirot and Bela Palanka. The integral part of the <a href="http://www.srbijavode.rs/home/vesti_naslovna/node_1510827523.html"><span style="text-decoration:underline;">announcement</span></a> is the model of the agreement on the lease of the riverine, which sets out the main terms of the future lease.                                             </p><p style="text-align:justify;">The leased land can be used exclusively for the construction and maintenance of small hydro power plants and for the production of electricity. The riverine has to be leased for a period of 10 years following the conclusion the agreement, with possibility to extend it for additional 10 years. </p><p style="text-align:justify;">In order to participate in the tender procedure, an interest party has to pay a deposit amounting to 10% of the rent they proposed. The proposal can be submitted by any legal entity, entrepreneur or individual. The deadline for the submission of the proposals is 21 September 2018.​</p>
NIBE Acquires EMIN’s Operations in Serbia and Turkey NIBE Acquires EMIN’s Operations in Serbia and Turkey | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/August/nibe-acquires-emin-operations-in-serbia-and-turkey.aspxNIBE Acquires EMIN’s Operations in Serbia and Turkey NIBE Acquires EMIN’s Operations in Serbia and Turkey | News | Karanović & Nikolić string;#21/08/2018<p style="text-align:justify;">Karanovic & Partners advised NIBE – a global organisation that contributes to a smaller carbon footprint and better energy utilisation, on its' acquisition of EMIN Group. Sweden-based <a href="https://www.nibe.com/">NIBE Industrier AB</a> signed an agreement to acquire 51% of the EMIN Group with operations in Turkey and Serbia, and has a call option to acquire an additional 29% in 2025.</p><p style="text-align:justify;">Karanovic & Partners provided buyer-side advisory for the acquisition of EMIN's operations in Serbia. Delphi - one of the top commercial law firms in Sweden, acted as lead counsel in this transaction, while Pekin & Bayar - a top tier Istanbul-based law firm, advised on the acquisition of EMIN's operations in Turkey. </p><p style="text-align:justify;">The Karanovic & Partners legal team – led by <a href="https://www.karanovicpartners.com/people/dragan-karanovic/">Senior Partner Dragan Karanović</a> and <a href="https://www.karanovicpartners.com/people/petar-mitrovic/">Partner ⃰ Petar Mitrović</a>, with the assistance of the firm's Corporate, Employment and Real Estate teams, performed a full legal due diligence and negotiated the Serbian aspects of the transaction documents. </p><p style="text-align:justify;">NIBE is a global group with operations and sales on five continents and with more than 60 years of experience manufacturing products intended for both household and commercial use. The company has more than 15,000 employees in Europe, North America, Asia and Australia, and is listed on <a href="http://www.nasdaqomxnordic.com/shares/listed-companies/stockholm">Nasdaq Stockholm, Large Cap list</a>, since 1997, with a secondary listing on the SIX Swiss Exchange since 2011.</p><p style="text-align:justify;">EMIN Group is a manufacturing company with 340 employees in Turkey and Serbia. With sales amounting to approximately EUR 14 million, EMIN's main products are coupling systems for fluids sold to manufacturers of energy equipment. </p><p style="text-align:justify;">NIBE is EMIN's largest customer and accounts for more than 50% of sales. </p><p style="text-align:justify;"> </p><p style="text-align:justify;"> </p><p style="text-align:justify;">⃰ <em class="ms-rteStyle-Quote">Independent attorney at law in cooperation with Karanović & Nikolić.</em></p><p>​</p>
Lawyers from Karanovic & Partners among the World’s Foremost Competition Experts Lawyers from Karanovic & Partners among the World’s Foremost Competition Experts | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/August/Lawyers-from-Karanovic-Partners-among-the-Worlds-Foremost-Competition-Experts.aspxLawyers from Karanovic & Partners among the World’s Foremost Competition Experts Lawyers from Karanovic & Partners among the World’s Foremost Competition Experts | News | Karanović & Nikolić string;#14/08/2018<p>We are proud to announce that 2018's edition of <a href="http://whoswholegal.com/practiceareas/2/competition/"><em>Who's Who Legal: Competition</em></a>, recognised three members of our Competition team as leading competition law experts from Serbia. Our Senior Partner, Rastko Petaković, Partner* Bojan Vučković and Senior Associate* Bojana Miljanović were named among other world's leading competition experts. The publication covers 57 jurisdictions around the world providing a comprehensive research of lawyers who "<em>are worthy of special mention owing not only to their vast expertise and experience advising on some of the world's most significant and cutting-edge legal matters, but also their ability to innovate, inspire, and go above and beyond to deliver for their clients</em>"<a href="file:///C:/Users/Nenad/Google%20Drive/KN/vest/Whos%20Who%20Legal%20Competition%202018_13aug2018.docx"><sup>[1]</sup></a>. ​</p><p><em>Who</em><em>'</em><em>s Who Legal</em> is published by <a href="http://lbresearch.com/">Law Business Research Limited</a>, an independent London-based publishing group, providing research, analysis and reports on the international legal services marketplace. The Who's Who Legal publication represents a result of a comprehensive, independent survey conducted among general counsels and competition lawyers in private practice worldwide. Only specialists who have met the international research criteria and are nominated by peers, corporate counsels and other sources as the world's leading practitioners, are eligible to be listed.​</p><p>*independent attorney at law in cooperation with Karanović & Nikolić</p><p>_______________</p><p><a href="file:///C:/Users/Nenad/Google%20Drive/KN/vest/Whos%20Who%20Legal%20Competition%202018_13aug2018.docx"><sup>[1]</sup></a> WWL: Competition – 2018, available at <a href="http://whoswholegal.com/">http://whoswholegal.com/</a> ​​</p>
Landmark Deal Completed: PPF buys Telenor CEE Operations for 2.8 Billion Euros Landmark Deal Completed: PPF buys Telenor CEE Operations for 2.8 Billion Euros | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/August/landmark-deal-ppf-buys-telenor-cee-operations.aspxLandmark Deal Completed: PPF buys Telenor CEE Operations for 2.8 Billion Euros Landmark Deal Completed: PPF buys Telenor CEE Operations for 2.8 Billion Euros | News | Karanović & Nikolić string;#01/08/2018<p style="text-align:justify;">PPF Group, the Czech investment firm, bought Telenor's assets in Hungary, Bulgaria, Montenegro, and Serbia for EUR 2.8 billion. This is a landmark transaction for the telecommunications sector in Central and Eastern Europe – the biggest since 2011, and it was completed on 31 July 2018. </p><p style="text-align:justify;">Karanović & Nikolić, in cooperation with <a href="https://www.whitecase.com/"><span lang="EN-GB" style="text-decoration:underline;">White & Case</span></a> as lead international counsel, advised <a href="https://www.ppf.eu/en/homepage"><span lang="EN-GB" style="text-decoration:underline;">PPF Group</span></a> in the transaction concerning operations in Serbia and Montenegro. The Karanović & Nikolić M&A team* was led by Senior Partner <a href="/_layouts/15/FIXUPREDIRECT.ASPX?WebId=de941175-f8d4-4a41-8207-c9aec3e1e3b2&TermSetId=9c3dd502-4f62-4d66-9ef2-684258a8f9ed&TermId=1f9a7104-07ae-497f-aefb-69507217ea71"><span lang="EN-GB" style="text-decoration:underline;">Rastko Petaković</span></a> and Partner <a href="/_layouts/15/FIXUPREDIRECT.ASPX?WebId=de941175-f8d4-4a41-8207-c9aec3e1e3b2&TermSetId=9c3dd502-4f62-4d66-9ef2-684258a8f9ed&TermId=77527c2f-9a51-4979-8475-7b278ecee149"><span lang="EN-GB" style="text-decoration:underline;">Miloš Jakovljević</span></a>, with Associates <a href="/_layouts/15/FIXUPREDIRECT.ASPX?WebId=de941175-f8d4-4a41-8207-c9aec3e1e3b2&TermSetId=9c3dd502-4f62-4d66-9ef2-684258a8f9ed&TermId=08bc904d-3465-4408-84fd-3c5fd477abaf"><span lang="EN-GB" style="text-decoration:underline;">Sava Drača</span></a> and <a href="/_layouts/15/FIXUPREDIRECT.ASPX?WebId=de941175-f8d4-4a41-8207-c9aec3e1e3b2&TermSetId=9c3dd502-4f62-4d66-9ef2-684258a8f9ed&TermId=66cf9e08-167e-4b43-8541-89c1a0626a2f"><span lang="EN-GB" style="text-decoration:underline;">Sonja Guzina</span></a>. Partner <a href="/_layouts/15/FIXUPREDIRECT.ASPX?WebId=de941175-f8d4-4a41-8207-c9aec3e1e3b2&TermSetId=9c3dd502-4f62-4d66-9ef2-684258a8f9ed&TermId=5ded4b1c-9ba2-4457-a27d-63cc01f9b457"><span lang="EN-GB" style="text-decoration:underline;">Bojan Vučković</span></a> and Senior Associate <a href="/_layouts/15/FIXUPREDIRECT.ASPX?WebId=de941175-f8d4-4a41-8207-c9aec3e1e3b2&TermSetId=9c3dd502-4f62-4d66-9ef2-684258a8f9ed&TermId=a9af6f3e-fb84-4336-a892-1920cead5697"><span lang="EN-GB" style="text-decoration:underline;">Veljko Smiljanić</span></a> assisted in obtaining the merger and regulatory approvals. </p><p style="text-align:justify;">PPF Group is an international financial and investment group which operates in 22 countries and across 3 continents. The company invests into multiple market segments such as banking and financial services, telecommunications, biotechnology, insurance, real estate, and agriculture. The PPF Group owns assets exceeding EUR 38 billion. </p><p> </p><p> </p><p>*<em class="ms-rteStyle-Quote">The members of the legal team mentioned in the article are senior partners or independent attorneys at law in cooperation with Karanović & Nikolić.</em></p><p>​</p>
Antitrust: Staggering EUR 4.34 billion fine imposed on Google Antitrust: Staggering EUR 4.34 billion fine imposed on Google | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/July/antitrust-google-fine-eu-commission.aspxAntitrust: Staggering EUR 4.34 billion fine imposed on Google Antitrust: Staggering EUR 4.34 billion fine imposed on Google | News | Karanović & Nikolić string;#31/07/2018<p style="text-align:justify;">​The European Commission's 39-month long investigation into Google's Android operating system ends with a record-breaking antitrust fine of 4.34 billion euros imposed on Google. </p><p style="text-align:justify;">The US tech giant was fined for imposing illegal restrictions on Android device manufacturers and mobile network operators, in order to cement its already super dominant position in general internet search services.</p><p style="text-align:justify;">The <a href="https://ec.europa.eu/commission/index_en">European Commission</a> established that Google is in breach of EU antitrust rules on three counts:</p><ul style="text-align:justify;"><li><strong>Tying the Google search and browser apps</strong>: by<strong> </strong>requiring manufacturers to pre-install the Google Search app and browser app - Chrome, as a condition for licensing Google's app store – the Play Store;</li><li><strong>Payments for an exclusive pre-installation of Google Search</strong>: by making payments to manufacturers and mobile network operators on the condition that they exclusively pre-install the Google Search app on their devices; and,</li><li><strong>Obstruction of the development and distribution of competing Android operating systems</strong>: by preventing manufacturers intending to pre-install Google apps from selling smart mobile devices running on alternative versions of Android that had not been approved by Google – the so-called "<em>Android forks</em>".</li></ul><p style="text-align:justify;">This fine is far higher than any other handed down by US, Chinese or other antitrust authorities. Google has around three months to end its illegal conduct, otherwise its parent company <a href="https://abc.xyz/">Alphabet</a> could be hit with additional fines for each day it fails to comply. Google may also face a number of civil actions for damages that can be brought before the civil courts by anyone affected by its anti-competitive behaviour.</p><p style="text-align:justify;">Google will challenge the Commission's ruling before EU courts. However, an appeal does not postpone the obligation to comply with the decision, unless the court halts the Commission's decision based on an interim measure.</p><p style="text-align:justify;">This decision is only one part of an eight-year battle between Brussels and the tech giant. <a href="/knnews/Pages/2017/06/29/Comparison-Shopping-European-Commission-Imposes-a-2-42-Billion-Euro-Antitrust-Fine-on-Google.aspx">In 2017, Google was fined EUR 2.4 billion</a> for using its dominant search engine to skew the market in favour of its internet shopping service and the Commission continues its investigations of advertising service in the <a href="https://www.google.com/adsense/start/#">AdSense</a> case.  </p>
Novelties to the Croatian Capital Markets Regulation Novelties to the Croatian Capital Markets Regulation | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/July/novelties-croatian-capital-markets-regulation.aspxNovelties to the Croatian Capital Markets Regulation Novelties to the Croatian Capital Markets Regulation | News | Karanović & Nikolić string;#25/07/2018<p style="text-align:justify;">​On 6 July 2018, the <a href="http://www.sabor.hr/English"><span lang="EN-GB" style="text-decoration:underline;">Croatian Parliament</span></a> adopted the new Capital Markets Act in order to align the Croatian legislation with the EU acquis. The act adjusts the Croatian legislation with the cornerstone of EU's financial markets regulation - the Directive on Markets in Financial Instruments repealing Directive 2004/39/EC and the Regulation on Markets in Financial Instruments, commonly referred to as <a href="https://www.esma.europa.eu/policy-rules/mifid-ii-and-mifir"><span lang="EN-GB" style="text-decoration:underline;">MiFID II</span></a> and <a href="https://ec.europa.eu/info/law/markets-financial-instruments-mifir-regulation-eu-no-600-2014_en"><span lang="EN-GB" style="text-decoration:underline;">MiFIR</span></a>. Up until now, the Croatian Capital Markets Act was amended seven times, which was another reason to adopt the new one - in order to avoid opacity.</p><p style="text-align:justify;">MiFID II and MiFIR ensure fairer, safer and more efficient markets and facilitate greater transparency for all participants. More precisely, MIFID II prescribes new rules of conduct for an extremely wide area of the capital markets: from trading venues, investment companies, central counter-parties, to investor product distributors. The investment companies are obliged to report on all transactions, both those carried out on a regulated market and the so-called OTC transactions. This is applicable to all financial instruments traded on EU markets, regardless of type - such as stocks, bonds, certificates, ETFs, structured finance products and derivatives.</p><p style="text-align:justify;">The new Croatian Capital Markets Act grants broader competences to the <a href="https://www.hanfa.hr/en/"><span lang="EN-GB" style="text-decoration:underline;">Croatian Financial Services Agency</span></a> ("HANFA"). Particularly, HANFA may now verify whether financial statements of the issuer, whose securities are admitted for trading on the <a href="http://zse.hr/default.aspx?id=122"><span lang="EN-GB" style="text-decoration:underline;">Zagreb Stock Exchange</span></a>, are prepared in accordance with the relevant financial reporting framework and impose measures if determined appropriate. </p><p style="text-align:justify;">To protect the investors, the new act envisages more frequent reporting to clients, the presentation of all investment funding costs, as well as maintaining records of communication and business documentation. Additionally, MiFID II prescribes organisational responsibilities for the management board and the management bodies of the investment companies and stipulates the obligation of the investment companies from third countries to establish a subsidiary on EU capital markets. </p><p style="text-align:justify;">The new provisions set up the rights and obligations of the participants in the capital markets, with an emphasis on bans to insider trading, illegal disclosure of privileged information and market manipulation. At the same time, they introduce the trading limit on commodity derivatives, emission allowances and derivatives thereof, as well as sanctions for not complying with those limits.</p><p style="text-align:justify;">Given the development of technology and market infrastructure, more complex regulatory requirements have been introduced in relation to new trading platforms, high-frequency and algorithmic trading. In addition, broader obligations have been prescribed with respect to reporting to the <a href="https://www.esma.europa.eu/">European Securities and Markets Authority</a>, and sanctions imposed to the participants in capital markets have become more stringent.</p><p style="text-align:justify;">The new act is expected to contribute towards reducing systemic risks through better company organisation, limitations on risk appetite and the improvement of controls with all investment companies and market operators. Its aim is to enhance trust and the protection of investors and ultimately contribute to increasing the efficiency and liquidity of the capital market. We are yet to see its practical effects.</p><p style="text-align:justify;"> </p><p style="text-align:justify;"> </p><p style="text-align:justify;"><em class="ms-rteStyle-Quote">The information in this document does not constitute legal advice on any particular matter and is provided for general informational purposes only.</em></p>
Changes in Serbian Employment Legislation 2018 Changes in Serbian Employment Legislation 2018 | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/July/changes-serbian-employment-legislation-2018.aspxChanges in Serbian Employment Legislation 2018 Changes in Serbian Employment Legislation 2018 | News | Karanović & Nikolić string;#19/07/2018<p style="text-align:justify;">The beginning of the summer brought amendments to several employment-related laws. The most notable changes are presented below:</p><h3 style="text-align:justify;">The Law on the Employment of Foreigners</h3><ul style="text-align:justify;"><li>The duration of the labour market test<strong> </strong>– The labour market test within the work-permit acquisition process (through which the National Employment Service examines whether there are any Serbian citizens suitable for the vacant position), is shortened to 10 days, having previously lasted one month. This amendment is expected to expedite the procedure of issuing work permits. </li><li><strong>A new type of work permit is introduced</strong> –<em>the temporary work permit</em>. This permit may be issued in cases of national interest or for the purpose of fulfilling Serbia's international obligations. In this case, the labour market test may even last less than 10 days, upon the <a href="https://www.minrzs.gov.rs/">Minister of Labour</a>'s decision. The temporary work permit may be issued with consent from the Minister of Interior to a foreigner who applied for a temporary residence permit, with a validity period of up to 45 days. </li></ul><h3 style="text-align:justify;">The Law on the Conditions for the Secondment of Employees on Temporary Work Abroad</h3><ul style="text-align:justify;"><li><strong>A new precondition for secondment abroad</strong> - From now on, employers may send abroad only those employees who have been employed for at least three months prior to secondment, except: (i) if the secondment is arranged within a scope of main activity registered at the <a href="http://www.apr.gov.rs/eng/Home.aspx">Business Registers Agency</a>, and (ii) the number of seconded employees does not exceed 20% of the total number of employees. </li></ul><p style="text-align:justify;">This novelty will not be applied to the cases of secondment that are arranged under the treaty between Serbia and Germany. </p><ul style="text-align:justify;"><li><strong>A less formal procedure</strong> - Employers are no longer obliged to inform the Ministry of Labour in cases of secondment abroad.</li></ul><h3 style="text-align:justify;">The Law on Financial Support to Families with Children</h3><p style="text-align:justify;">The new law that regulates the financial support to families with children, and that was adopted in December of the last year, became applicable on 1 July 2018. The most significant novelties introduced by this law include:</p><ul style="text-align:justify;"><li><strong>Change in the manner of payment</strong> – Until 1 July, employers were obliged to effect the payment of salary compensations for their employees on maternity leave and childcare leave, and, afterwards, to a refund for such a payment from the state. These compensations are now directly paid to the respective employees by the ministry competent for social affairs - thus, employers will not perform payments in this regard. </li><li><strong>Change of the base for compensation</strong> - The base for calculating salary compensation during maternity and childcare leave is now set as an average of the actual salary paid within the last 18-month period, and not as the average salary paid within the last 12 months, as was the case under the previous law.</li><li><strong>Change of the maximum amount for compensation</strong> – The maximum amount for salary compensation during maternity and childcare leave is now set to the sum of 3 average salaries in the Republic of Serbia according to statistical data, instead of the previous sum of 5 average salaries. This change is frequently criticized as being unfavorable for female employees on managerial positions, as it significantly limits their payments during a sensitive time period, however, the disputable maximum stands for the time being.</li></ul><h3 style="text-align:justify;">The Law on the Peaceful Resolution of Labour Disputes</h3><p style="text-align:justify;">The most notable change in this law relates to the fact that disputes over the payment of salaries are now included in the scope of disputes that can be resolved in the procedure of peaceful dispute resolution.</p><p style="text-align:justify;">​</p><p style="text-align:justify;"><span class="ms-rteStyle-Quote"><em>The information in this document does not constitute legal advice on any particular matter and is provided for general informational purposes only.</em></span></p>
Serbia Introduces an E-Cadastre Serbia Introduces an E-Cadastre | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/July/serbia-introduces-e-cadastre.aspxSerbia Introduces an E-Cadastre Serbia Introduces an E-Cadastre | News | Karanović & Nikolić string;#02/07/2018<p style="text-align:justify;">​The Law on the Registration Procedure with the Cadastre of Real Estate and Utilities (the "<strong>Law</strong>") entered into force on 8 June 2018. The Law aims to introduce significant innovations, primarily concerning the method of filing applications and documents with the cadastre and the relation between the cadastre and other authorities, as well as deadlines for rendering decisions. This, so far, time consuming and complicated procedure is expected to be accelerated and simplified by introducing the obligation for various authorities to submit their documents to the cadastre electronically, <em>ex officio</em>, within short deadlines.</p><p style="text-align:justify;">The main reasons for the adoption of the Law are increasing the efficiency of the Real Estate Cadastre and simplifying the registration procedure by prescribing the possibility of submitting a request for registration via e-Service.</p><h2>Who can initiate the registration procedure?</h2><p style="text-align:justify;">The registration procedure can be initiated by public notaries, courts, bailiffs and other authorities by filing a request for registration at the Real Estate Cadastre Office ("<strong>Cadastre</strong>"). The deadlines to file and submit documents are short. The procedure can also be initiated upon the client's request, which can be submitted via e-service.</p><h2>Where is the procedure initiated?</h2><p style="text-align:justify;">The procedure is initiated online, via an e-service which is a unique central system through which submissions, evidence and acts during the process of registration before the Cadastre are submitted in form of an electronic documents.</p><p style="text-align:justify;">The submission of a request for registration in paper form remains an option until 31 December 2020. The Cadastre is obliged to digitalize such documentation as well as to confirm that digitalised copies are identical to the originals by using an electronic qualified signature, in which way the copy has the same legal effect as the original.</p><p style="text-align:justify;">As an exception, there will be option to submit hard copies of appeals and other legal remedies, along with related evidence, even after 31 December 2020.</p><h2>What is the new procedure?</h2><p style="text-align:justify;">After delivering the documents to the Cadastre, the registration procedure is initiated. The Cadastre delivers the documents to the Tax authority and the local self-government unit.</p><p style="text-align:justify;">In the next step, the Cadastre verifies if the formal conditions for registration are met and renders a resolution by which a change is registered.</p><p style="text-align:justify;">This way, the Law introduces a higher degree of responsibility for public notaries and other bodies who issue, confirm, certify or verify documents which represent a title for registration - as the Cadastre is not obliged to verify whether statutory regulations are violated with such documents.</p><p style="text-align:justify;">In case where statutory regulations are violated by document, the Cadastre will perform the registration based on that document but it will immediately inform the competent authority and public prosecutor, if needed, in order to initiate the appropriate procedure for annulment.</p><h2>Where can the Excerpt from the Land Registry be issued?</h2><p style="text-align:justify;">Apart from the Cadastre, public notaries and entities registered in the Register of Geodetic Organizations will be authorised to issue excerpts from the Land Registry.</p><h2>What is the final deadline for the application of the Law?</h2><p style="text-align:justify;">Public notaries are obliged to start the implementation of the Law from 1 July 2018, the courts from 1 January 2020, and other authorities from 1 November 2018.</p><h2>Other significant changes</h2><h3>Real Estate unique identification number</h3><p style="text-align:justify;">A unique identification number for every real estate on the territory of Republic of Serbia is established and registered before the Cadastre in order to increase the reliability of information.</p><h3>Pre-notation of facilities and separate parts of facilities under construction</h3><p style="text-align:justify;">The pre-notation of facilities and separate parts of facilities under construction is not registered in the excerpt from the Land Registry, but in a special pre-notation sheet or separate parts of the facilities under construction registry sheet, without a time limitation for pre-notation.</p><h3>New notations</h3><p style="text-align:justify;">Some of the new notations introduced by the Law include:</p><ul style="text-align:justify;"><li>the existence of a concession agreement;</li><li>the change of the ownership determined by in the land consolidation procedure;</li><li>the procedure of annulment or the revoking of a document based on the which registration was performed;</li><li>registration is granted based on an agreement certified before the court more than 20 years ago; and,</li><li>pledges on movable property which can influence the future acquisition of rights to real estate.</li></ul><h2>Utilities registration</h2><p style="text-align:justify;">The registration of utilities is initiated upon the investor's request or that of another authorised person and <em>ex officio</em> if a study of geodetic works is done by a competent authority, in accordance with construction law.</p><p style="text-align:justify;">Same provisions of this Law related to the notation, pre-notation, competency for registration, registration procedure and court protection are applicable to the utilities register.</p>
Laying the Foundations: ZF Group Building a Factory in Serbia Laying the Foundations: ZF Group Building a Factory in Serbia | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/June/zf-group-building-factory-pancevo-serbia.aspxLaying the Foundations: ZF Group Building a Factory in Serbia Laying the Foundations: ZF Group Building a Factory in Serbia | News | Karanović & Nikolić string;#21/06/2018<p style="text-align:justify;">The Karanović & Nikolić team, led by Senior Partner <a href="/_layouts/15/FIXUPREDIRECT.ASPX?WebId=de941175-f8d4-4a41-8207-c9aec3e1e3b2&TermSetId=9c3dd502-4f62-4d66-9ef2-684258a8f9ed&TermId=b9c33da1-0e77-43ca-a753-26fb5f08a9c3">Marjan Poljak</a> and Senior Associates ⃰ <a href="/_layouts/15/FIXUPREDIRECT.ASPX?WebId=de941175-f8d4-4a41-8207-c9aec3e1e3b2&TermSetId=9c3dd502-4f62-4d66-9ef2-684258a8f9ed&TermId=f0bdfaa3-363b-4bb9-90d7-7ef343216adb">Ana Stanković</a> and <a href="/_layouts/15/FIXUPREDIRECT.ASPX?WebId=de941175-f8d4-4a41-8207-c9aec3e1e3b2&TermSetId=9c3dd502-4f62-4d66-9ef2-684258a8f9ed&TermId=378a4e82-d957-41e3-9d70-c0872ad948d8">Ana Luković</a>, advised <a href="https://www.zf.com/corporate/en_de/homepage/homepage.html">ZF Friedrichshafen</a> AG on the project of opening an electric vehicle parts factory in Pančevo, Serbia. The German company, a global leader specialising in the design, research and development, and manufacturing activities in the automotive industry, laid the foundations and began construction on 21 June 2018.</p><p style="text-align:justify;">Karanović & Nikolić advised ZF in this greenfield investment on all local law aspects of this project. The team provided full support in a number of different areas, including corporate, real estate, employment etc.</p><p style="text-align:justify;">The new 25.000 square metres factory, which is being built on a land parcel of 10.8 hectares, will produce parts for electric and hybrid-electric vehicles and will service premium automotive manufacturers. The project will be realized in two stages and will open more than 1,000 new jobs. The planned investment amounts to more than EUR 100 million.</p><p style="text-align:justify;">ZF operates in 40 countries around the world and has a global workforce of over 146,000 employees. In 2017, it recorded sales of EUR 36.4 billion. The company invests more than six percent of its sales in research and development annually, in particular for the development of efficient and electric drivelines.</p><p style="text-align:justify;">ZF group is committed to its Vision Zero – zero accidents and zero emissions being the end goal of all the company's activities.</p><p> </p><p> </p><p>*<span class="ms-rteStyle-Quote">Independent attorneys at law in cooperation with Karanović & Nikolić.</span></p>
The Law on Financial Collaterals – Two Steps Forward, One Step Back The Law on Financial Collaterals – Two Steps Forward, One Step Back | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/June/serbia-law-financial-collaterals.aspxThe Law on Financial Collaterals – Two Steps Forward, One Step Back The Law on Financial Collaterals – Two Steps Forward, One Step Back | News | Karanović & Nikolić string;#20/06/2018<p>​On 8 June 2018, the <a href="http://www.parlament.gov.rs/national-assembly.467.html">Serbian Parliament</a> adopted the Law on Financial Collateral ("<strong>FC Law</strong>") which will become applicable on 1 January 2019. Financial agreements that are not fulfilled by 1 January 2019 will be implemented pursuant to the rules that were in force before that date.</p><p style="text-align:justify;">Simultaneously, the Insolvency Law ("<strong>Insolvency Law</strong>") was amended to support proper functioning of the FC Law and will also become applicable on 1 January 2019. Insolvency procedures that are ongoing as of 1 January 2019 will be finalized pursuant to the rules that were in force prior to that date.</p><p style="text-align:justify;">The main reason for enacting the FC Law was the establishment of a unified and effective regulatory framework for the use of special collaterals by participants in the financial market in line with the EU Directive on Financial Collateral Arrangements 2002/47/EC ("<strong>Directive</strong>").<strong> </strong>Although the long awaited FC Law should contribute to the further development of the secured loans, financial derivatives and repo markets, the approach taken by the legislature in amending the Insolvency Law has also brought certain negative aspects. </p><p style="text-align:justify;">The <strong>FC Law</strong> introduces the following main novelties:</p><ul style="text-align:justify;"><li><strong>Eligible parties</strong> - the group of eligible parties generally follows the scope set by the Directive, including the Republic of Serbia, the National Bank of Serbia, the EU and its member states, third countries, banks, investment funds, broker-dealers, insurance firms and other financial institutions, the European Central Bank, the International Monetary Fund, European Investment Bank and certain other international development banks and legal entities representing the above parties. General corporations are not included. This exclusion of corporations, although compliant with the option which the Directive allows for EU member states, comes as an unpleasant surprise given that the draft provided for the public discussion included both corporates and individuals when dealing with the other eligible participants. The legislators' stance is that at this stage the less experienced and weaker parties, such as corporate entities and individuals, should not be included due to the still underdeveloped financial market in Serbia. The fact that financial collaterals may not be used in transactions with ordinary corporates is particularly limiting for OTC financial derivatives transactions. This seems to be a missed opportunity, especially if the aim is to promote the development of the OTC financial derivatives market for the purpose of hedging risks.  </li><li><strong>Financial collateral arrangement modalities –</strong>two types of financial collateral arrangements are introduced:<strong> </strong>(i) <em>title transfer arrangement</em> whereby the collateral taker receives full ownership over the collateral, and (ii) <em>security arrangement</em> whereby the ownership over the collateral remains with the collateral provider. Upon the fulfilment of the financial obligation, the collateral taker shall return the received or equivalent collateral to the collateral provider.</li><li><strong>Collateral categories – </strong>the financial collateral arrangement may include <em>cash</em>, <em>financial instruments</em> and <em>credit claims</em>.</li><li><strong>Forex restrictions – </strong>the FC Law is expressly subject to the rules of the Law on Foreign Exchange Operations ("<strong>Forex Law</strong>"). This means that the existing restrictions under the Forex Law will affect application of financial collaterals in cross-border transactions and need to be considered in each case.</li><li><strong>Enforcement of the collateral – </strong>the parties are free to define enforcement events upon the occurrence of which the collateral taker shall be able to realise the collateral in an effective and prompt collection. Specifically, the collateral taker may settle its claim in an out-of-court proceeding and/or set off the claims and obligations between itself and the collateral provider without any prior notice, deadline elapse, participation of the court/other authority or a public auction.</li><li><strong>Close-out netting –</strong> the parties may agree that upon the occurrence of an enforcement event, automatically or at a party's request: (i) the obligations of the parties are accelerated or terminated and replaced by new monetary obligations, and/or (ii) the mutual claims and obligations are netted so that the net amount is paid by the party from whom the larger amount is due to the other party. The close-out netting regime is generally improved compared to what was regulated so far in the Insolvency Law, but only for eligible participants, as explained below.</li><li><strong>Disapplication of insolvency rules – </strong>the rights and obligations under the financial collateral arrangements will be freely performed regardless of the initiation of the insolvency, bankruptcy or reorganisation of the parties. In case the financial collateral arrangement was created or the collateral was provided, acquired, or altered on the day of the initiation of the insolvency or bankruptcy of a party or application of reorganization measure, such legal actions shall be valid and enforceable if the collateral taker proves that it was unaware and should have not been aware of the commencement of said proceedings. </li><li><strong>Application of the FC Law to other financial agreements – </strong>the above rules on close-out netting and disapplication of insolvency claw-back rules are also prescribed for other special financial agreements concluded by the participants in the financial market such as financial derivative agreements, the sale and purchase of securities and other financial instruments, forex swap transactions and other financial contracts which may be prescribed by the National Bank of Serbia. As mentioned, regrettably these rules do not govern the transactions entered into with ordinary corporate entities.</li><li><strong>Adjustment of the insolvency for banks and insurance companies - t</strong>he FC Law further improved insolvency rules by deleting the controversial Article 12 of the Law on Insolvency and Liquidation of Banks and Insurance Companies.</li></ul><p style="text-align:justify;"><strong>Amendments to the Insolvency Law.</strong> To improve the insolvency framework for financial collaterals and other special financial agreements as defined in the FC Law (such as ISDA Master Agreements), the Serbian legislature has undertaken certain amendments to the Insolvency Law. The changes are focused on safeguarding financial collaterals and other special financial agreements defined under the FC Law from the insolvency rules. This includes a number of clarifications and a complete deletion of the earlier special close-out netting provisions and their moving (with certain improvements) to the FC Law. A creditor that settles its claims upon the opening of insolvency proceedings based on a financial collateral agreement or based on a close-out netting under a special financial agreement is bound to notify the court within 8 days from the settlement day.</p><p style="text-align:justify;">Whilst this new approach should bring greater certainty for close-out in the financial transactions among<em> eligible</em> <em>participants</em>, it deteriorates the position for close-out netting in financial agreements that involve a regular corporate entity, such as an ISDA Master Agreement between a bank and a company. The close-out netting in such cases is now left to the general insolvency rules and potentially exposed to cherry-picking by the insolvency administrator. Specifically, with the deletion of special rules from Article 82 of the Insolvency Law, close out netting in financial agreements which include a non-eligible participant (such as a general corporate) rely now on the general rules on set-off. To preserve a set-off right in insolvency, the creditor has to (i) acquire the set-off right before submission of the insolvency petition and (ii) register its claim in the full amount together with the set-off statement during the period for registration of claims. Also, protection against claw back claims is no longer available unless the financial agreement is among eligible participants. </p><p style="text-align:justify;">To sum up, the FC Law and the amendments to the Insolvency Law deliver valuable and progressive developments for the realization of collaterals for the financial obligations of eligible financial market participants. On the other hand, they hinder the enforceability of ISDA Master Agreements or similar close-out netting agreements against Serbian corporate entities in case of insolvency. Therefore, it remains to be seen how these changes will affect financial derivatives, repo transactions and other similar financial arrangements and if the drawbacks will be identified and rectified by the legislators. </p><p style="text-align:justify;"> </p><p style="text-align:justify;"> </p><p style="text-align:justify;"><em class="ms-rteStyle-Quote">The information in this document does not constitute legal advice on any particular matter and is provided for general informational purposes only.</em></p>
Serbia Adopts the Law on Ultimate Beneficial Owners Central Registry Serbia Adopts the Law on Ultimate Beneficial Owners Central Registry | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/June/serbia_law_ultimate_beneficial_owners_central_registry.aspxSerbia Adopts the Law on Ultimate Beneficial Owners Central Registry Serbia Adopts the Law on Ultimate Beneficial Owners Central Registry | News | Karanović & Nikolić string;#19/06/2018<p style="text-align:justify;">On 25 May, the <a href="http://www.parlament.gov.rs/national-assembly.467.html">Serbian Parliament</a> adopted the Law on Ultimate Beneficial Owners Central Registry ("Law") and it entered into force on 8 June 2018.</p><p style="text-align:justify;">This Law was adopted in order to harmonise domestic legislation with international standards and to improve the existing system of detecting and preventing money laundering and the financing of terrorism. The Law introduces a single, public, electronic database maintained by the <a href="http://www.apr.gov.rs/eng/Home.aspx">Serbian Business Registers Agency</a> ("SBRA"), containing information on natural persons which are the ultimate beneficial owners of the companies ("Register").</p><p style="text-align:justify;">Companies incorporated before 31 December 2018 are obliged to prepare and keep documentation regarding their ultimate beneficial owners at their offices, while new companies are obliged to register this information with the Register within 15 days as of their incorporation. However, all companies will have to be registered in such manner by 31 January 2019.</p><h2 style="text-align:justify;">Who does this Law influence?</h2><p style="text-align:justify;">This Law is applicable to the following entities registered in Serbia ("Company"): </p><ul style="text-align:justify;"><li>companies, excluding public joint-stock companies;</li><li>cooperatives;</li><li>branch offices of foreign companies;</li><li>business and other associations excluding political parties, trade unions, sports organizations and associations, churches and religious communities;</li><li>foundations and endowments;</li><li>institutions; and</li><li>representative offices of foreign companies, associations, foundations and endowments.</li></ul><h2 style="text-align:justify;">Who is the ultimate beneficial owner?</h2><p style="text-align:justify;">The ultimate beneficial owner of the company ("UBO") is a natural person which:</p><ul style="text-align:justify;"><li>has direct or indirect ownership of at least 25% of the shares, stocks, voting or other rights, under which the natural person participates in the company's management or in the company's capital with 25% or more share;</li><li>has direct or indirect prevailing influence on business management and decision making;</li><li>indirectly provided or provides funds to the company, on the basis of which the natural person has significant influence on the company's management bodies, in relation to decisions regarding financing and business operations;</li><li>is a founder, trustee, protector, user (if determined) or a person that has a dominant position in the management of the trust or another foreign law entity; and,</li><li>is a registered representative of cooperatives, associations, foundations, endowments and institutions, if the authorised representative has not registered another natural person as the ultimate beneficial owner. </li></ul><p style="text-align:justify;">If none of these criteria is applicable, the UBO is the company's registered representative i.e. the person that is registered as member of the company's body (excluding the item (v)).</p><h2 style="text-align:justify;">What information will the Register contain?</h2><p style="text-align:justify;">The Register will contain the following information ("Information") in relation to the UBO:</p><ul style="text-align:justify;"><li>in the case of Serbian citizens, the person's name, identification number and country of residence;</li><li>in the case of foreigners, the person's name, passport number and issuing country and / or their personal number and / or identity card number and issuing country, time and place of birth, the country of residence and citizenship; and,</li><li>the title for acquiring UBO status.</li></ul><h2 style="text-align:justify;">What needs to be done?</h2><p style="text-align:justify;">The Company is obliged to: </p><ul style="text-align:justify;"><li>determine the UBO and have in possession the data and documents according to which the UBO is determined ("Documents"), until 8 July 2018;</li><li>keep the Documents for a period of ten years following the day of registration; and,</li><li>provide the Documents upon request to the competent state authority and National Bank of Serbia.</li></ul><p style="text-align:justify;">The Company's authorised person is obliged to:</p><ul style="text-align:justify;"><li>to register the Information until 31 January 2019 with the SBRA, using a qualified electronic signature (for companies incorporated by 31 December 2018);</li><li>register the changes to the Information with SBRA, within 15 days from the day of change; and,</li><li>register the Information with the SBRA, within 15 days from the day of the company's incorporation (for companies incorporated after 31 December 2018).</li></ul><p style="text-align:justify;">It should be noted that the SBRA is obliged to establish the Register until 31 December 2018.</p><p style="text-align:justify;">Also, relevant by-laws need to be adopted within three months from the day the Law enters into force - which should provide more detailed information on the implementation of the Law.</p><h2 style="text-align:justify;">What are the sanctions?</h2><p style="text-align:justify;">The Law prescribes monetary fines in the range from RSD 500,000 (approx. EUR 4,240) to RSD 2,000,000 (approx. EUR 16,950) for the company and monetary fines in the range from RSD 50,000 (approx. EUR 420) to RSD 150,000 (approx. EUR 1,270) for the company's responsible person if the Company does not:</p><ul style="text-align:justify;"><li>register Information within prescribed deadline; or,</li><li>keep the Documents for the prescribed period.</li></ul><p style="text-align:justify;">In addition, the Law prescribes felony charges for a person which, in order to hide the UBO, does not register the Information, registers false Information, changes or removes the correct Information. For this felony there is a prescribed prison sentence in the range from 3 months to 5 years.</p><p style="text-align:justify;"> </p><p style="text-align:justify;"><span></span> </p><p style="text-align:justify;"><em class="ms-rteStyle-Quote">The information in this document does not constitute legal advice on any particular matter and is provided for general informational purposes only.</em></p>
PPF Group Acquiring Telenor Banka PPF Group Acquiring Telenor Banka | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/June/ppf-acquiring-telenor-banka-serbia.aspxPPF Group Acquiring Telenor Banka PPF Group Acquiring Telenor Banka | News | Karanović & Nikolić string;#18/06/2018<p style="text-align:justify;">PPF Group, a Czech investment firm, signed a contract with Telenor Group, the Norwegian telecoms giant, on the acquisition of 100% of the shares in Telenor Banka, the first online bank in Serbia. </p><p style="text-align:justify;">The Karanović & Nikolić legal team – led by partner <a href="/people/milos-jakovljevic">Miloš Jakovljević</a><span lang="EN-GB"> ⃰ and associates </span><a href="/people/sava-draca">Sava Drača</a><span lang="EN-GB"> ⃰ and </span><a href="/people/marija-vicic">Marija Vićić</a> ⃰, having previously advised PPF Group on the <a href="/knnews/Pages/2018/March/PPF-Acquires-Telenor-CEE-Operations.aspx"><span lang="EN-GB" style="text-decoration:underline;">EUR 2.8 billion acquisition of Telenor's assets in Central and Eastern Europe</span></a>, is advising the Czech company once again in this transaction. The acquisition of Telenor Banka is currently subject to regulatory approval. </p><p style="text-align:justify;"><a href="https://www.ppf.eu/en/homepage"><span lang="EN-GB" style="text-decoration:underline;">PPF Group</span></a> is the largest private investment group in CEE. The company operates in 22 countries across three continents and invests into multiple markets such as banking and financial services, insurance, telecommunications, biotechnology, real estate, mining and agriculture. The PPF Group owns assets exceeding EUR 38 billion. </p><p style="text-align:justify;"><a href="http://www.telenorbanka.rs/"><span lang="EN-GB" style="text-decoration:underline;">Telenor Banka</span></a> was the first bank in Serbia to introduce mobile and online banking and a member of <a href="https://www.telenor.com/"><span lang="EN-GB" style="text-decoration:underline;">Telenor Group</span></a> in 2013, after the group acquired it from KBC Bank Serbia. Its portfolio includes more than 390,000 clients and at the end of 2017 the bank had assets under management worth EUR 126 million.</p><p style="text-align:justify;"> </p><p style="text-align:justify;"> </p><p>*Independent attorney at law in cooperation with Karanović & Nikolić.</p>
Serbia Amends Company Law Serbia Amends Company Law | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/June/serbia-amends-company-law.aspxSerbia Amends Company Law Serbia Amends Company Law | News | Karanović & Nikolić string;#12/06/2018<p style="text-align:justify;"><a href="http://www.parlament.gov.rs/national-assembly.467.html"><span lang="EN-GB" style="text-decoration:underline;">The Serbian Parliament</span></a> adopted amendments to the Serbian Company Law (<strong>Law</strong>) on 8 June 2018, and they were published in the official journal on the same date.  </p><p style="text-align:justify;">This is the first overhaul of the Serbian Company Law since it was enacted back in 2011. Most of the amendments relate to the introduction of the concepts required for Serbia's accession to the EU (such as cross-border merger and European company forms). However, a lot of the changes have been made in an attempt to resolve the issues which occurred in the practical implementation of the previous Law. </p><p style="text-align:justify;">The Law's entry into force is planned in three phases, and is somewhat complicated:</p><ul style="text-align:justify;"><li>immediate application, as of 9 June 2018, is envisaged for provisions relating to the buy-out of shares and determining the market value of the shares (see section "Valuation of shares in joint stock companies" below);</li><li>amendments relating to the harmonisation with EU legislation will apply from 1 January 2022; and,</li><li>all other provisions will apply as of 1 October 2018. </li></ul><p style="text-align:justify;">Below is an overview of the most important changes. </p><h2>Business names</h2><p style="text-align:justify;">Under the amendments to the Law: </p><ol style="text-align:justify;"><li>an abbreviated business name of a company can now contain an acronym; and,</li><li>a business name cannot contain the designation "SRB" without the approval of the <a href="http://www.priv.rs/Naslovna"><span lang="EN-GB" style="text-decoration:underline;">Ministry of Economy</span></a>. The approval of the said Ministry was, until now, required for designations with the full name of "Serbia". However, this approval requirement has now been extended to the abbreviation "SRB" as well, since it was broadly used in business practice as a means of circumventing the approval requirement. As for companies containing the designation "SRB" in their names, the relevant ministry is authorised to (and it will most likely do so), once this provision takes effect, request that each of these companies delete this designation from their registered name unless they obtain approval in the meantime. </li></ol><h2>E-address</h2><p style="text-align:justify;">Until 1 October 2019, all companies will have to register their e-mail addresses with the companies register. </p><h2>Distribution of dividends</h2><p style="text-align:justify;">The amended Law introduces a deadline for the payment of dividends after being declared. The deadline is 6 months following the decision on declaring dividends. </p><h2>Assets of significant value </h2><p style="text-align:justify;">The amendments to the Law attempt to introduce some clarifications to the provisions concerning the disposal of assets of significant value i.e. assets exceeding 30% of the company's asset value (which require shareholders' meeting approval and in turn trigger the rights of dissenting minority shareholders to sell their shares to the company). This concept has been the source of tensions between the management and the minority shareholders ever since it was introduced into the Serbian legal system back in 2004. The interest of the management and the majority shareholders has been to limit the application of this provision (in turn, limiting the right of minority shareholders to force a sale of their shares), while the minority shareholders' interests have been the opposite. </p><p style="text-align:justify;">The amendments relate to situations which are most frequent in practice – taking out a loan and granting securities for such a loan. Now, for the purposes of calculating the 30% threshold, the higher amount between (i) the loan value and (ii) the value of each of the securities given for such a loan is to be taken into consideration, and not the sum of each of these individual values. </p><p style="text-align:justify;">While the attempt to bring clarification to this complicated and burdensome concept is certainly welcome, it still remains to be seen whether this will bring any significant benefit in practice. </p><h2>Transactions involving personal interest </h2><p style="text-align:justify;">The amendments introduce changes to the internal approval procedure for transactions involving the personal interest of the shareholders or directors:</p><ul style="text-align:justify;"><li>If the value of the transaction is less than 10% of the company's book asset value, no approval by the disinterested shareholders or directors is needed. </li><li>If the value of the transaction involving personal interest is greater than 10% of the company's book assets value, the approval procedure is made more stringent:  </li></ul><ol dir="ltr" style="text-align:justify;"><ol><ol><li>as part of the approval procedure, a company must obtain an assessment by an authorised court expert, auditor etc. of the market value of the assets subject to the transaction; and, </li><li>once the approval has been obtained, the company must publish on its website, or on the website of the <a href="/knnews/Pages/2017/11/Serbian-Business-Registration-Agency-Implements-Provisions-on-Company-Law-on-Compulsory-Liquidation.aspx"><span lang="EN-GB" style="text-decoration:underline;">Business Registers Agency</span></a>, detailed information on the transaction and the personal interest involved.</li></ol></ol></ol><h2>Branches of Serbian Companies</h2><p style="text-align:justify;">The amendments introduce the requirement (so far, it was an option) for Serbian companies to register all their branch offices in Serbia with the companies' register. Serbian companies that have non-registered branches in Serbia will have a one-year period to register them. </p><h2>Minority shareholders in limited liability companies</h2><ul style="text-align:justify;"><li style="text-align:justify;">The shareholding interest threshold authorising a shareholder to request a convening of the shareholders' meeting has been decreased from 20% to 10%. The company's bylaws can set a lower, but not a higher threshold. </li><li style="text-align:justify;">The shareholding interest threshold authorising a shareholder to put an item on the agenda of the shareholders' meeting has been decreased from 10% to 5%. The company's bylaws can set a lower, but not a higher threshold.</li><li style="text-align:justify;"> The amendments clarify the existing provision enabling voting rights not to be pro-rata to the respective shareholding interests – the amendments confirm that voting rights do not have to be pro-rata to the shareholding interest, but no share can have zero voting rights.</li></ul><h2>Decrease of share capital in limited liability companies</h2><p style="text-align:justify;">According to the amendments, a "regular" version of share capital decrease, which involves payments to shareholders (such as in the case of overcapitalisation) is not possible. Now, share capital decrease is possible only as a matter of, more or less, "accounting" changes – the covering of losses, the creation of reserves etc. </p><p style="text-align:justify;">The amendments to the Law have only formalised the existing practice of the authorities, which prohibited this type of share capital decrease even before these amendments. The expectations of the business community, that such an extremely conservative and ungrounded practice will be terminated by these amendments, did not materialise; to the contrary, we now have a strict legal prohibition against the decrease of share capital in the case of the overcapitalisation of a Serbian limited liability company. </p><h2>Valuation of shares in joint stock companies</h2><p style="text-align:justify;">The conditions for determining the market value of shares in a joint stock company have been changed. The amended Law now prescribes that the market value of shares is the average weighted price of shares on the regulated market in the period of 6 months prior to the issuance of the decision on determining the market value, provided that:</p><ul style="text-align:justify;"><li>in that period, at least 0,5% of the shares were subject to trading on the regulated market; and, </li><li>the trading took place on at least 1/3 of the trading days in each month during that period.</li></ul><p style="text-align:justify;">If the above conditions are met, when determining the value of the shares for the purposes of a buy-out of shares held by dissenting minority shareholders, only the market value should be taken into consideration, and there is no requirement to determine the book or the evaluated value of the shares. </p><p style="text-align:justify;">If there is no market value for the specific shares, the higher amount between the book value and the value evaluated by authorised evaluators is to be paid as the price to the dissenting minority shareholders.</p><p style="text-align:justify;">These amendments apply immediately after the publication of the amendments, i.e. as of 9 June 2018.</p><h2>Harmonisation with EU regulations</h2><p style="text-align:justify;">There are some amendments, in relation to EU integrations, which will enter into force on 1 January 2022. The amended Law:</p><ol style="text-align:justify;"><li>introduces new company forms: Societas Europea, the European joint stock company, and the European economic interest grouping; and,</li><li>enables cross-border mergers of Serbian and EU companies.</li></ol><p> </p><p> </p><p><span class="ms-rteStyle-Quote"><em>The information in this document does not constitute legal advice on any particular matter and is provided for general informational purposes only.</em></span></p><p>​</p>
Karanović & Nikolić Wins the 2017 Deal of the Year Award Karanović & Nikolić Wins the 2017 Deal of the Year Award | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/June/karanovic-nikolic-wins-ceelm-deal-of-the-year-award.aspxKaranović & Nikolić Wins the 2017 Deal of the Year Award Karanović & Nikolić Wins the 2017 Deal of the Year Award | News | Karanović & Nikolić string;#07/06/2018<p style="text-align:justify;">We are pleased to announce that Karanović & Nikolić has won the 2017 Deal of the Year Award for Serbia for the EBRD and IFC financing of Vetrolektrane Balkana - Čibuk 1 Windfarm. Organized by the renowned <a href="http://ceelegalmatters.com/"><span style="text-decoration:underline;">CEE Legal Matters</span></a> magazine, this is the first year that these awards were held and they are a way of recognizing the biggest and most important deals by leading law firms in Central and Eastern European jurisdictions.</p><p style="text-align:justify;">The prestigious accolade was awarded on 6 June at the CEE Legal Matters Annual Dinner and Awards Banquet in Prague. Before an audience of over 100 senior legal professionals from across the region, <a href="/people/rastko-petakovic">Rastko Petaković, Managing Partner at Karanović & Nikolić</a>, accepted the award on behalf of the firm.</p><p style="text-align:justify;">"It is a huge privilege to receive this prestigious award, which came as a recognition of the enormous effort put in by everyone involved in this landmark deal which marked 2017 and had a huge impact on the energy sector in the region", said Mr. Petaković. "I am particularly proud of our young generation of Karanović & Nikolić partners who led the team and once again proved our firm's dedication to excellence. We would also like to congratulate our clients, the <a href="https://www.ebrd.com/home"><span style="text-decoration:underline;">EBRD</span></a> and <a href="https://www.ifc.org/wps/wcm/connect/corp_ext_content/ifc_external_corporate_site/home"><span style="text-decoration:underline;">IFC</span></a>, and thank them for an opportunity to work on deal of this significance and magnitude."</p><p style="text-align:justify;">The deal for which Karanović & Nikolić won the award is the EUR 215 million financing of Čibuk 1, developed by Vetroelektrane Balkana<strong>.</strong> <strong>With an installed capacity of 158 MW, Čibuk 1 will be the largest windfarm in the Western Balkans. Apart from creating hundreds of new jobs and improving local infrastructure, this project should give a critical contribution to Serbia meeting its commitment to have 27% of its gross energy consumption coming from renewable energy sources by 2020.</strong> </p><p style="text-align:justify;">The Karanović & Nikolić core legal team – led by partners <a href="/_layouts/15/FIXUPREDIRECT.ASPX?WebId=de941175-f8d4-4a41-8207-c9aec3e1e3b2&TermSetId=9c3dd502-4f62-4d66-9ef2-684258a8f9ed&TermId=368acf54-4c94-4ba6-af68-1ac41e1a4cb8"><span style="text-decoration:underline;">Maja Jovančević Šetka</span></a> and <a href="/_layouts/15/FIXUPREDIRECT.ASPX?WebId=de941175-f8d4-4a41-8207-c9aec3e1e3b2&TermSetId=9c3dd502-4f62-4d66-9ef2-684258a8f9ed&TermId=f6c4e26a-dc45-4c1e-9b1d-54ff0409e168"><span style="text-decoration:underline;">Petar Mitrović</span></a>, with partner <a href="/_layouts/15/FIXUPREDIRECT.ASPX?WebId=de941175-f8d4-4a41-8207-c9aec3e1e3b2&TermSetId=9c3dd502-4f62-4d66-9ef2-684258a8f9ed&TermId=3c428a91-491d-43e9-bb88-a2f5c67037e8"><span style="text-decoration:underline;">Katarina Gudurić</span></a> and associate <a href="/_layouts/15/FIXUPREDIRECT.ASPX?WebId=de941175-f8d4-4a41-8207-c9aec3e1e3b2&TermSetId=9c3dd502-4f62-4d66-9ef2-684258a8f9ed&TermId=1bf91da2-b84a-49ab-8a4f-dfd408b26f14"><span style="text-decoration:underline;">Marija Vićić</span></a>, acting as the local counsel for EBRD and IFC, advised on all local law aspects of the financing, including the preparation of due diligence and support in the negotiations of the facility agreement and other financing and project documents. <a href="http://www.nortonrosefulbright.com/"><span style="text-decoration:underline;">Norton Rose Fulbright</span></a> from London acted as the international counsel to the lenders in this deal.</p><p style="text-align:justify;">Out of a total of <a href="http://ceelegalmatters.com/deal-of-the-year-nominees/8052-nominees-for-serbia"><span style="text-decoration:underline;">three deals which are in the finals</span></a> for the jurisdiction of Serbia, Karanović & Nikolić has been shortlisted with two – the Financing of Vektroelektrane Balkana and the <a href="/knnews/Pages/2017/08/Karanovic-Nikolic-Advises-on-OTP-Acquisition-of-Vojvođanska-Banka.aspx"><span style="text-decoration:underline;">National Bank of Greece's sale of Vojvođanska Banka to OTP</span></a>.</p><p>​</p>
Serbia: Athletics equipment distributors under investigation for failure to notify exclusivity Serbia: Athletics equipment distributors under investigation for failure to notify exclusivity | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/June/athletics-equipment-distributors-competition-commisssion-investigation-serbia-exclusivity-agreement.aspxSerbia: Athletics equipment distributors under investigation for failure to notify exclusivity Serbia: Athletics equipment distributors under investigation for failure to notify exclusivity | News | Karanović & Nikolić string;#01/06/2018<p style="text-align:justify;">Following a tip, the <a href="http://www.kzk.org.rs/en/"><span lang="EN-GB" style="text-decoration:underline;">Serbian Competition Commission</span></a> (the "<strong>Commission</strong>") recently started investigating the business relationship between GR Sport and Polanik, a Polish company, concerning an alleged infringement of competition – the conclusion of a restrictive agreement which was not notified for prior exemption under the applicable legal framework.</p><p style="text-align:justify;">During the preliminary inquiry, the Commission gathered data from both of the mentioned undertakings and established the following – <a href="http://www.grsport.rs/"><span lang="EN-GB" style="text-decoration:underline;">GR Sport</span></a> was an exclusive distributor of <a href="https://polanik.eu/"><span lang="EN-GB" style="text-decoration:underline;">Polanik</span></a> for the territory of Serbia continuously in the period between 2005 and 2016, originating with a 2005 contract, and renewed, from time to time, with certificates issued by Polanik. </p><p style="text-align:justify;">Unlike the EU's self-assessment rule, in Serbia, restrictive agreements which do not fall under block exemption have to undergo a specific administrative procedure before the Commission prior to implementation. This is the case in other jurisdictions in the region as well (e.g. Montenegro or Bosnia and Herzegovina). There may also be other specific rules applicable – as an example, the market share threshold for vertical agreements is set at 25%. As GR Sport and Polanik did not file for individual exemption during their exclusive relationship, this potentially puts them in breach of law and they might suffer a fine of up to 10% of the total annual turnover generated in Serbia.</p><p style="text-align:justify;">This the first time that the Commission tackled a failure to notify agreements for individual exemption, which demonstrates its willingness to fully apply the toolbox available under the existing legal framework. One of the hot topics in drafting the new competition law concerns the possibility of abolishing individual exemption and moving to a self-assessment system, further harmonizing the Serbian framework with the EU. It remains to be seen whether these changes will make it into the legislation, but in the meanwhile, companies should apply extra care when considering restrictive agreements affecting the local market.  </p><p>​</p>
Montenegro to Publish a Tender for a 200 MW Solar Power Plant Montenegro to Publish a Tender for a 200 MW Solar Power Plant | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/May/Montenegro-Tender-Solar-Power-Plant-Ulcinj.aspxMontenegro to Publish a Tender for a 200 MW Solar Power Plant Montenegro to Publish a Tender for a 200 MW Solar Power Plant | News | Karanović & Nikolić string;#18/05/2018<p style="text-align:justify;">​The <a href="http://www.gov.me/en/homepage/">Montenegrin Government</a> plans to publish a tender for the lease of state land for the purpose of constructing a solar power plant in the municipality of Ulcinj. According to the announcement, the tender envisages a total of 6,621,121 square meters of land for the planning, construction, exploitation, and maintenance of a solar power plant at Briska gora, in the very south of Montenegro.</p><p style="text-align:justify;">The plant is intended to have a total installed capacity of more than 200 MW, and will be completed in two phases. Phase one needs to be completed within 18 months after the signing of the contract, and phase two within 24 months after the first stage. </p><p style="text-align:justify;">Offers to lease the land and build the power plant can be submitted by investors with proven experience in building solar plants with an installed capacity of at least 100 MW, and that have reported gross incomes of more than EUR 100 million in the past three fiscal years. </p><p style="text-align:justify;">According to the Ministry's press release, the selected project is expected to sell electricity to the local grid through a long-term PPA on market terms. </p><p style="text-align:justify;">Local press reports indicate that the project may require a total investment of EUR 300 million, and two potential investors have already submitted letters of intent to the Montenegrin authorities.</p><p style="text-align:justify;">This will be the first tender for a large scale renewables project in <a href="/knnews/Pages/2014/10/21/Pioneering-Financing-Agreement-Adopted-in-Montenegro.aspx"><span lang="EN-GB" style="text-decoration:underline;">Montenegro since 2010 and the awarding of "concessions" for wind parks Krnovo and </span><span lang="EN-GB" style="text-decoration:underline;">Mo</span><span lang="SR-LATN-RS" style="text-decoration:underline;">žura</span></a>.</p>
Raiding the Cradle: Serbian Competition Commission Investigates Distributors of Childcare Products Raiding the Cradle: Serbian Competition Commission Investigates Distributors of Childcare Products | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/April/Serbian-Competition-Commission-Investigates-Childcare-Products.aspxRaiding the Cradle: Serbian Competition Commission Investigates Distributors of Childcare Products Raiding the Cradle: Serbian Competition Commission Investigates Distributors of Childcare Products | News | Karanović & Nikolić string;#30/04/2018<p style="text-align:justify;">On 24 April 2018, the <a href="http://www.kzk.org.rs/en/"><span lang="EN-GB" style="text-decoration:underline;">Serbian Competition Commission</span></a> (the "<strong>Commission</strong>") conducted dawn raids against local distributors of baby and infant products, <a href="http://www.yuglob.rs/"><span lang="EN-GB" style="text-decoration:underline;">Yuglob</span></a> and <a href="https://www.keprom.rs/home/"><span lang="EN-GB" style="text-decoration:underline;">Keprom</span></a>. The dawn raid was conducted on three locations in Belgrade, during which the Commission collected the documentation it considered necessary for further investigation.</p><p style="text-align:justify;">Dawn raids are commonly used as a specialised investigation tool by the Commission, whereby the Commission "storms" the business premises of the companies for the purpose of inspecting their compliance with the Competition Law. In Serbia, they have become a widely utilised mechanism for the detection of potential competition infringements, especially when combined with targeted sector inquiries. </p><p style="text-align:justify;">This time, the Commission stated that it had acted upon a reasonable assumption that the agreements concluded by the distributors could contain restrictive provisions on resale price maintenance, which could potentially represent a prohibited restrictive agreement. The market for childcare products is an especially sensitive one for Serbian consumers, as there have been public outcries about the perceived high margins in this sector in the past.</p><p>​</p>
New Serbian Law on Foreigners Adopted New Serbian Law on Foreigners Adopted | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/April/New-Serbian-Law-on-Foreigners-Adopted.aspxNew Serbian Law on Foreigners Adopted New Serbian Law on Foreigners Adopted | News | Karanović & Nikolić string;#25/04/2018<p style="text-align:justify;">In March 2018, the new Serbian Law on Foreigners was adopted, replacing the 2008 version of this law - in force until recently without any amendments. The new law will enter into force on 3 October 2018. </p><p style="text-align:justify;">While retaining the general concept of the previous law, the new legislation introduces certain novelties in terms of the residence permit process, as follows:</p><p style="text-align:justify;">-           The new law envisages the competence of the <a href="http://www.bia.gov.rs/index-eng.html">Security Information Agency </a>(<em>Bezbednosno informativna agencija</em>) in procedures related to the entrance and residence of foreigners in Serbia. <a href="http://arhiva.mup.gov.rs/cms_eng/home.nsf/index-eng.html">The Ministry of Interior</a> will now have to request an opinion from BIA on whether a foreigner's entrance or residence in Serbia represents a risk to national security;</p><p style="text-align:justify;">-           Unlike the previous law, the new legislation stipulates the right to appeal a decision by which a foreigner is prevented from entering in Serbia or by which a residence was not approved/prolonged to him/her. The deadline for the submission of the appeal is within 15 days since the respective decision is obtained;</p><p style="text-align:justify;">-           Certain new grounds for the approval of a temporary residence permit are prescribed by the new law, as well as grounds that were applicable in the practice but not recognized in the law. The new list of legal grounds for the approval of a residence permit now also includes: performing a religious service, medical treatments and care, owning real estate in Serbia, learning Serbian language for educational purposes etc.; and,</p><p style="text-align:justify;">-           Additionally, a foreigner who has already stayed in Serbia for four years, without interruption, on the basis of "joining a family" may be granted a residence permit independently of his/her relation to a relevant family member.</p><p style="text-align:justify;">Finally, the new law prescribes higher fines for foreigners who do not follow the provisions on a legitimate stay in Serbia, so the new maximum fine amount for foreigners, for any violation of the provisions of the law, is set to RSD 150,000 (approx. EUR 1,250).</p><p style="text-align:justify;"> </p><p style="text-align:justify;"> </p><p><span class="ms-rteStyle-Quote">​<em>The information in this document does not constitute legal advice on any particular matter and is provided for general informational purposes only.</em></span></p>
Karanović & Nikolić Recognized as Top Tier Law Firm by Legal 500 Karanović & Nikolić Recognized as Top Tier Law Firm by Legal 500 | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/April/Karanovic-Nikolic-Top-Tier-Law-Firm-Serbia-2018-Legal-500-rankings.aspxKaranović & Nikolić Recognized as Top Tier Law Firm by Legal 500 Karanović & Nikolić Recognized as Top Tier Law Firm by Legal 500 | News | Karanović & Nikolić string;#17/04/2018<p style="text-align:justify;">We are proud to announce that Karanović & Nikolić and its cooperating lawyers have once again been recognized as a top tier legal practice on the 2018 Legal 500 list of leading law firms. This prestigious UK-based directory provides comprehensive worldwide coverage on recommended law firms. </p><p style="text-align:justify;">"Karanović & Nikolić's newest rankings on the Legal 500 list presents the latest in a long line of recognitions we have obtained from world-leading independent legal directories. We are honoured by their continuous recognition of our hard work and diligence. We look forward to once again meeting and exceeding the expectations of our peers and clients, while delivering service of the highest quality", said Rastko Petaković, the Managing Partner of Karanović & Nikolić. </p><p style="text-align:justify;">This year, the Legal 500 has ranked Karanović & Nikolić and its cooperating lawyers as belonging to their Band 1 level in the following categories: Banking & Finance; Commercial, Corporate and M&A, Competition, Dispute Resolution, Employment, Projects and Energy, and Real Estate and Construction. Attorneys at law <a href="/people/darko-jovanovic"><span lang="EN-GB" style="text-decoration:underline;">Darko Jovanović</span></a>, <a href="/people/dragan-karanovic"><span lang="EN-GB" style="text-decoration:underline;">Dragan Karanović</span></a>, <a href="/people/rastko-petakovic"><span lang="EN-GB" style="text-decoration:underline;">Rastko Petaković</span></a>, <a href="/people/milan-lazic"><span lang="EN-GB" style="text-decoration:underline;">Milan Lazić</span></a>, <a href="/people/dragomir-kojic"><span lang="EN-GB" style="text-decoration:underline;">Dragomir Kojić</span></a>, <a href="/people/nihad-sijercic"><span lang="EN-GB" style="text-decoration:underline;">Nihad Sijerčić</span></a> and <a href="/people/milos-vuckovic"><span lang="EN-GB" style="text-decoration:underline;">Miloš Vučković</span></a> are recognized as leading practitioners, while <a href="/people/katarina-guduric"><span lang="EN-GB" style="text-decoration:underline;">Katarina Gudurić</span></a>, <a href="/people/ivan-nonkovic"><span lang="EN-GB" style="text-decoration:underline;">Ivan Nonković</span></a>, <a href="/people/bojana-miljanovic"><span lang="EN-GB" style="text-decoration:underline;">Bojana Miljanović</span></a>, <a href="/people/amina-djugum"><span lang="EN-GB" style="text-decoration:underline;">Amina Đugum</span></a>, <a href="/people/milica-savic"><span lang="EN-GB" style="text-decoration:underline;">Milica Savić</span></a> and <a href="/people/milena-jaksic-papac"><span lang="EN-GB" style="text-decoration:underline;">Milena Jakšić Papac</span></a> are praised as next generation lawyers.</p><p style="text-align:justify;">For 29 years, the <a href="https://www.legal500.com/"><span lang="EN-GB" style="text-decoration:underline;">Legal 500</span></a> has been analysing the capabilities of law firms across the world, with a comprehensive research programme revised and updated every year to bring the most up-to-date vision of the global legal market. Their rankings are based on feedback from 250,000 in-house peers and access to law firms' deals and confidential matters, independently assessed their researchers.</p><p>​</p>
Montenegrin Competition Agency takes over state aid control Montenegrin Competition Agency takes over state aid control | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/March/Montenegrin-Competition-Agency-takes-over-state-aid-control.aspxMontenegrin Competition Agency takes over state aid control Montenegrin Competition Agency takes over state aid control | News | Karanović & Nikolić string;#28/03/2018<p style="text-align:justify;">​As of recently, state aid control is a part of the <a href="http://www.azzk.me/novi/joomlanovi/en/"><span lang="EN-GB" style="text-decoration:underline;">Montenegrin Competition Agency</span></a>'s (the "<strong>Agency</strong>") scope of authority. The <a href="http://www.skupstina.me/index.php/en/"><span lang="EN-GB" style="text-decoration:underline;">Montenegrin Parliament</span></a> enacted a new State Aid Control Law (the "<strong>State Aid Law</strong>"), largely aligned with the EU legal framework - especially with Articles 107 and 108 of the TFEU. In the institutional sense, the new law grants the Agency the competence for reviewing state aid, since the former State Aid Commission was not considered a sufficiently operationally-independent authority - which represented an issue in Montenegro's EU accession negotiations (Chapter 8).</p><p style="text-align:justify;">As a result of the implementation of the new State Aid Law, beginning from the 8<sup>th</sup> of March 2018, aid grantors are given one year to review whether they granted aid compatible with the State Aid Law (and the EU legal framework, per the Stabilisation and Association Agreement between EU and Montenegro). Should the Agency consider existing aid incompatible with the rules following the one-year deadline, it will give the aid grantor recommendations on how to achieve compliance. The aid grantor is then entitled either to propose a plan for implementing those recommendations, or to provide an opinion as to why it considers the specific aid to be compatible. In the latter case, if the Agency rejects the arguments of the aid grantor, the authority may initiate an in-depth investigation.</p><p style="text-align:justify;">In conjunction with the new State Aid Law, the corresponding amendments to the Competition Law were enacted, making the Agency competent for all issues in relation to the protection of competition and state aid on the Montenegrin market. The body in charge (within the Agency) for state aid matters will be the Council – consisting of three members, the President of the Council and two other members appointed by the Government. </p><p style="text-align:justify;">The effects of the shift to one regulator being in charge of both antitrust and state aid control remain to be seen in the near future, after the Council renders its' first decisions. There is prior precedent in accession countries from the region entrusting these matters to a single authority (e.g. Croatia, Macedonia), while Serbia and Montenegro, up to now, have had separate authorities handling state aid control and competition. Ultimately, the authority will not be judged by its institutional make-up, but the results of its practice. </p>
Landmark Deal: PPF Acquires Telenor’s CEE Operations for 2.8 Billion Euros Landmark Deal: PPF Acquires Telenor’s CEE Operations for 2.8 Billion Euros | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/March/PPF-Acquires-Telenor-CEE-Operations.aspxLandmark Deal: PPF Acquires Telenor’s CEE Operations for 2.8 Billion Euros Landmark Deal: PPF Acquires Telenor’s CEE Operations for 2.8 Billion Euros | News | Karanović & Nikolić string;#23/03/2018<p style="text-align:justify;">Karanović & Nikolić, together with <a href="https://www.whitecase.com/">White & Case</a> as lead international counsel, advised PPF Group, the Czech investment firm, on the EUR 2.8 billion acquisition of <a href="https://www.telenor.com/">Telenor's</a> assets in Central and Eastern Europe. The transaction includes the Norwegian telecoms firm's mobile operations in Bulgaria, Hungary, Montenegro and Serbia, as well as the technology service provider Telenor Common Operation. The transaction requires necessary regulatory approval and is expected to be completed within Q3 2018. </p><p style="text-align:justify;">Karanović & Nikolić advised PPF Group in the transaction concerning operations in Serbia and Montenegro. Our Corporate team was led by senior partner <a href="/_layouts/15/FIXUPREDIRECT.ASPX?WebId=de941175-f8d4-4a41-8207-c9aec3e1e3b2&TermSetId=9c3dd502-4f62-4d66-9ef2-684258a8f9ed&TermId=1f9a7104-07ae-497f-aefb-69507217ea71">Rastko Petaković</a> and partner <a href="/_layouts/15/FIXUPREDIRECT.ASPX?WebId=de941175-f8d4-4a41-8207-c9aec3e1e3b2&TermSetId=9c3dd502-4f62-4d66-9ef2-684258a8f9ed&TermId=77527c2f-9a51-4979-8475-7b278ecee149">Miloš Jakovljević</a>, with associates <a href="/_layouts/15/FIXUPREDIRECT.ASPX?WebId=de941175-f8d4-4a41-8207-c9aec3e1e3b2&TermSetId=9c3dd502-4f62-4d66-9ef2-684258a8f9ed&TermId=08bc904d-3465-4408-84fd-3c5fd477abaf">Sava Drača</a> and <a href="/_layouts/15/FIXUPREDIRECT.ASPX?WebId=de941175-f8d4-4a41-8207-c9aec3e1e3b2&TermSetId=9c3dd502-4f62-4d66-9ef2-684258a8f9ed&TermId=66cf9e08-167e-4b43-8541-89c1a0626a2f">Sonja Guzina</a>, while the Finance team was led by senior partner <a href="/_layouts/15/FIXUPREDIRECT.ASPX?WebId=de941175-f8d4-4a41-8207-c9aec3e1e3b2&TermSetId=9c3dd502-4f62-4d66-9ef2-684258a8f9ed&TermId=2bde9f18-b87d-4a22-82b7-d580b4199f91">Darko Jovanović</a>. </p><p style="text-align:justify;">"This is a landmark transaction that will certainly have great impact on the CEE telecommunications sector. We are very pleased that, together with our colleagues from White & Case, we advised on a deal that will reshape the regional telecoms milieu", said Rastko Petaković, Managing Partner at Karanović & Nikolić.</p><p style="text-align:justify;"><a href="https://www.ppf.eu/en/homepage">PPF Group</a> is the largest private investment group in CEE with approximately EUR 35 billion of assets under its control. PPF Group invests in various sectors, including banking, consumer finance, real estate, mining and telecommunications. Previous transaction experience includes the acquisition of O2 Czech Republic from Telefonica in 2013 and Nova Broadcasting Group in Bulgaria in 2018. </p>
Karanović & Nikolić Ranks as Leading Law Firm in Chambers Europe 2018 Karanović & Nikolić Ranks as Leading Law Firm in Chambers Europe 2018 | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/March/Karanovic-Nikolic-Leading-Law-Firm-Serbia-Chambers-Europe-2018.aspxKaranović & Nikolić Ranks as Leading Law Firm in Chambers Europe 2018 Karanović & Nikolić Ranks as Leading Law Firm in Chambers Europe 2018 | News | Karanović & Nikolić string;#14/03/2018<p style="text-align:justify;">​We are proud to announce that Karanović & Nikolić has once again emerged on top of the rankings on the most recent list of leading European law firms – the prestigious <a href="https://www.chambersandpartners.com/guide/europe/7">Chambers Europe 2018</a>. This year's edition of the Chambers Europe has highlighted seven different practice areas within the Karanović & Nikolić legal practice and cooperating offices as belonging to top tier level – Corporate/Commercial, Banking & Finance, Competition/Antitrust, Dispute Resolution, Employment, Energy and Real Estate.</p><p style="text-align:justify;">Commentating Karanović & Nikolić, its' business culture and professional approach for this year's Guide, clients have praised the practice for its "pool of knowledge and regional reach combined with really experienced individuals who are creative and pragmatic in relation to complex matters that have recently been introduced or are untested in the market."</p><p style="text-align:justify;">"From a law firm perspective, the Chambers Guides stand out as reference points for unbiased, up to date insight into how our clients see us, and not less importantly, how our peers see us. We are thankful for all the kind words all the referees shared about our partners and associates and we plan to be vigilant and sharper still, in meeting and exceeding their expectations", said <a href="/people/rastko-petakovic"><span lang="EN-GB" style="text-decoration:underline;">Rastko Petaković</span></a>, the Managing Partner of Karanović & Nikolić.</p><p style="text-align:justify;">The Chambers Guides have been ranking the best law firms and lawyers since 1990, and now cover 185 jurisdictions throughout the world. The rankings are based on their research team interviewing clients all year round. The Chambers Guides represent an excellent resource for finding outside counsel in countries where you may not already have a law firm relationship and irreplaceable tools for every in-house lawyer due to their comprehensive and accurate description of the legal professional worldwide.</p>
Karanović & Nikolić Shortlisted to Win the CEE Legal Matters 2018 Deal of the Year Award Karanović & Nikolić Shortlisted to Win the CEE Legal Matters 2018 Deal of the Year Award | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/February/KN-Shortlisted-to-Win-the-CEE-Legal-Matters-2018-Deal-of-the-Year-Award.aspxKaranović & Nikolić Shortlisted to Win the CEE Legal Matters 2018 Deal of the Year Award Karanović & Nikolić Shortlisted to Win the CEE Legal Matters 2018 Deal of the Year Award | News | Karanović & Nikolić string;#27/02/2018<p style="text-align:justify;">​Karanović & Nikolić is in the finals for the first ever Deal of the Year Award, organized by the renowned CEE Legal Matters magazine. Beginning in 2018, these accolades are a way of recognizing the biggest and most important deals by law firms in Central and Eastern European jurisdictions. Out of a total of <a href="http://ceelegalmatters.com/deal-of-the-year-nominees/8052-nominees-for-serbia">three deals which are in the finals</a> for the jurisdiction of Serbia, Karanović & Nikolić has been shortlisted with two: the <a href="/knnews/Pages/2017/10/Karanović-Nikolić-Advises-on-the-Financing-of-the-Largest-Windfarm-in-the-Western-Balkans.aspx">EBRD Financing of Vektroelektrane</a> – Čibuk Windfarm, and the <a href="/knnews/Pages/2017/08/Karanovic-Nikolic-Advises-on-OTP-Acquisition-of-Vojvođanska-Banka.aspx">National Bank of Greece's sale of Vojvođanska Banka to OTP</a>.</p><p style="text-align:justify;">In order to avoid any chance or possibility of favouritism or bias, The Deal of the Year Awards are strictly peer-judged. So, the winners are selected not by the organizers, but instead by a two-tiered panel of leading lawyers from across the region who do not themselves stand to benefit from the final results. </p><p style="text-align:justify;">The first tier of judges consists of senior partners at leading law firms in each CEE jurisdiction who have agreed to carefully review the submissions and rank them for complexity, size, and market significance.</p><p style="text-align:justify;">After that, the shortlisted deals are forwarded to the Final Selection Committee, which consists of CEE Legal Matters Knowledge Partners and attendees to the annual End of Year Expert Summit, who independently rank the final nominees, identifying the ultimate winner in each market. Critically, members of the Final Selection Committee are not allowed to vote on deals their own firms worked on.</p><p style="text-align:justify;">The winners will be announced on the 6th of June, 2018, at the CEE Legal Matters Annual Dinner and Awards Banquet.</p>
Alltech Sells its Factory in Serbia to Lesaffre Alltech Sells its Factory in Serbia to Lesaffre | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/February/Alltech-Sells-its-Factory-in-Serbia-to-Lesaffre.aspxAlltech Sells its Factory in Serbia to Lesaffre Alltech Sells its Factory in Serbia to Lesaffre | News | Karanović & Nikolić string;#21/02/2018<p style="text-align:justify;">Alltech - a leading global animal and crop nutrition company, sold its <strong>baking yeast factory in Senta, in northern Serbia, to</strong> Lesaffre - a<strong> leading global baking yeast and fermented products company. T</strong>he acquired factory will continue to produce baker's yeast for the Serbian market and yeast extracts for the food and animal feed industries. The transaction is in line with <a href="https://www.alltech.com/"><span lang="EN-GB" style="text-decoration:underline;">Alltech</span></a>'s continued focus on its core business in animal and crop nutrition.</p><p style="text-align:justify;">Karanović & Nikolić provided sell-side advisory services in this acquisition, and the team included partner <a href="/_layouts/15/FIXUPREDIRECT.ASPX?WebId=de941175-f8d4-4a41-8207-c9aec3e1e3b2&TermSetId=9c3dd502-4f62-4d66-9ef2-684258a8f9ed&TermId=ec9b723f-4e8a-4ebd-9714-959ae2192629"><span style="text-decoration:underline;">Ivan Nonković</span></a>, <a href="/_layouts/15/FIXUPREDIRECT.ASPX?WebId=de941175-f8d4-4a41-8207-c9aec3e1e3b2&TermSetId=9c3dd502-4f62-4d66-9ef2-684258a8f9ed&TermId=4826cdb4-5e4c-4a92-9aad-c053b6bfd567"><span style="text-decoration:underline;">Milijana Tomić</span></a> and <a href="/_layouts/15/FIXUPREDIRECT.ASPX?WebId=de941175-f8d4-4a41-8207-c9aec3e1e3b2&TermSetId=9c3dd502-4f62-4d66-9ef2-684258a8f9ed&TermId=eb6bf5a7-c5ee-4355-b781-9312718f6485"><span style="text-decoration:underline;">Marko Ćulafić</span></a>. The services performed included structuring of the transaction, as well as drafting and negotiating the transaction documents.</p><p style="text-align:justify;">"Alltech is pleased to sell this facility to a family group recognised internationally for its professionalism and the quality of its products and services.  It is the perfect company to acquire and drive the business for future growth. Alltech meanwhile will continue to focus on its core activities following unprecedented growth in recent years", stated Alric Blake, CEO of Alltech.</p><p style="text-align:justify;">Alltech, with its headquarters outside of Lexington, Kentucky, USA, has a strong presence in all regions of the world. With expertise in yeast fermentation, solid state fermentation and the science of nutrigenomics, the company is a leading producer and processor of yeast additives, organic trace minerals, feed ingredients, premix and feed.</p><p style="text-align:justify;"><a href="http://www.lesaffre.com/"><span lang="EN-GB" style="text-decoration:underline;">Lesaffre</span></a>, a multi-national and a multicultural company based in northern France with a EUR 2 billion turnover, employs more than 10.000 people in more than 75 subsidiaries based in 50 countries. </p>
Even More Sector Inquiries: Sportswear and Oil Retail under Scrutiny by the Serbian Commission Even More Sector Inquiries: Sportswear and Oil Retail under Scrutiny by the Serbian Commission | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/February/Even-More-Sector-Inquiries-Sportswear-and-Oil-Retail-under-Scrutiny-by-Serbian-Commission.aspxEven More Sector Inquiries: Sportswear and Oil Retail under Scrutiny by the Serbian Commission Even More Sector Inquiries: Sportswear and Oil Retail under Scrutiny by the Serbian Commission | News | Karanović & Nikolić string;#13/02/2018<p style="text-align:justify;">The Serbian Competition Commission (the "<strong>Commission</strong>") continues its diligent examination of the Serbian competitive landscape in specific industries, this time with inquiries in two more industries – sportswear (including footwear and sporting equipment) and oil (petroleum products). Once again, the aim behind the market test was to identify potential issues on the relevant markets and provide broader insight into the functioning of the relevant markets.</p><p style="text-align:justify;">Both of these industries have previously been of some interest to the Commission. <a href="/knnews/Pages/2017/12/Serbian-Commission-Cracks-Down-on-Sportswear-Retailers.aspx"><span lang="EN-GB" style="text-decoration:underline;">The Commission recently conducted dawn raids and fined several sportswear retailers for resale price maintenance</span></a>. The Commission has identified significant concentration on this market, giving rise to potential concerns about restrictive agreements in the industry, especially vis-à-vis the relationship between suppliers and resellers.</p><p style="text-align:justify;">Sector inquiries into the conditions in oil wholesale and retail have traditionally been high on the Commission's agenda, with a number of market investigations conducted into the past. The <a href="http://www.kzk.org.rs/en"><span lang="EN-GB" style="text-decoration:underline;">Commission</span></a> noted a trend of market growth in comparison to 2016, especially in relation to production of crude oil and import of diesel fuel. The Commission (sadly) noted limited progress being made in terms of the recommendations relevant to market development it issued in previous reports. The Commission stated that it would watch over the oil industry with great care and already announced a new inquiry in this sector starting in March and covering 2017. </p><p style="text-align:justify;">Sector inquiries have obviously been on the rise in the previous period, simultaneously contributing to the Commission's understanding of the workings of the markets identified as key to the Serbian economy and the antitrust awareness of market players. The next steps for both sector investigations and antitrust enforcement efforts spearheaded by the Commission remain to be seen and are eagerly awaited in the local competition community. </p><p>​</p>
Raspberries and IT: New Sector Inquiries by the Serbian Competition Commission Raspberries and IT: New Sector Inquiries by the Serbian Competition Commission | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/January/Raspberries-and-IT-New-Sector-Inquiries-by-the-Serbian-Competition-Commission.aspxRaspberries and IT: New Sector Inquiries by the Serbian Competition Commission Raspberries and IT: New Sector Inquiries by the Serbian Competition Commission | News | Karanović & Nikolić string;#29/01/2018<p style="text-align:justify;">​The Serbian Competition Commission (the "<strong>Commission</strong>") recently finished sector inquiries concerning quite distinct industries – raspberries and the public procurement for software and hardware. The aim behind the inquiries was to perform extensive market research and analysis in order to acquire a clearer picture of the possible antitrust issues and risks in two sectors widely perceived as strategic for the development of the Serbian economy.</p><p style="text-align:justify;">The Commission analysed two relevant markets within the broader ICT market - more specifically:</p><ul style="text-align:justify;"><li>the wholesale of software; and,</li><li>the wholesale of hardware (computers and computer equipment). </li></ul><p style="text-align:justify;">These markets are especially interesting in relation to the public procurement procedures, where the value of public procurements rose by 27% from 2014 to 2016, mostly in open bidding procedures. The <a href="http://www.kzk.org.rs/en"><span lang="EN-GB" style="text-decoration:underline;">Commission</span></a> identified four major contracting authorities, the largest of them being "Elektroprivreda Srbije" and six suppliers/bidders identified as largest by accounting for almost 50% of the value of the relevant public procurements. </p><p style="text-align:justify;">Having in mind the characteristics of these markets, <em class="ms-rteStyle-Quote">inter alia</em>, a small number of market players, few alternatives to the services provided, repetitive public procurement procedures, the Commission noted that bid rigging could be a potential cause for concern, and stated that it would dedicate special attention to working together with the relevant actors in rooting out any such practices in the future, in order to ensure a level playing field and efficient use of public resources. </p><p style="text-align:justify;">The second sector inquiry dealt with the markets for raspberry repurchase and export in the period between 2015 and 2017. The competitive conditions on these markets are likely especially interesting for the local authorities, since Serbia is one of the largest producers of raspberries in the world, accountable for approx. 10% of the raspberries grown globally. </p><p style="text-align:justify;">During the inquiry, the Commission determined that there are certain structural issues that might affect the relevant markets and the Serbian raspberry industry as a whole. The problems with a single repurchase price and long-term supply agreements gave rise to uncertainties concerning the value of raspberries produced and sold on the market. The Commission stressed the importance of including all the competent authorities and undertakings in order to solve these problems and maintain raspberries as a prominent and recognisable Serbian brand. </p><p style="text-align:justify;">The Commission ultimately concluded that it did not identify any <em class="ms-rteStyle-Quote">prima facie</em><span class="ms-rteStyle-Quote"> </span>evidence of competition infringements affecting either of these markets. However, this does not mean that the Commission, now armed with more detailed information on the competitive environment, would not scrutinize the behaviour of specific market players at some point in the future. </p>
Permit-free Regime for Construction in Montenegro Permit-free Regime for Construction in Montenegro | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/January/Permit-free-Regime-for-Construction-in-Montenegro.aspxPermit-free Regime for Construction in Montenegro Permit-free Regime for Construction in Montenegro | News | Karanović & Nikolić string;#18/01/2018<p style="text-align:justify;">The new Construction Law entered into force in Montenegro and it is meant to unify construction, zoning regulations and deal with illegal objects. However, some provisions of the old Construction Law still remain in force, until the adoption of the General Regulation Plan.</p><p style="text-align:justify;">The new Construction Law completely changed the legal regime of construction in Montenegro. It aims to simplify and compile spatial planning, boost the construction industry and deal with historical issues concerning the massive construction of illegal objects. It also aims to further centralise the decision-making processes in this industry. </p><h3>Authority centralisation</h3><p style="text-align:justify;">Perhaps the most important novelty under the new Construction Law is that that there will be only two spatial planning documents for the territory of Montenegro (instead of hundreds of so far enacted documents). Both plans will be enacted by the Parliament upon the <a href="http://www.gov.me/en/homepage"><span lang="EN-GB" style="text-decoration:underline;">Government's</span></a> preparation and proposal. Those are:</p><ul style="text-align:justify;"><li>the Spatial Plan of Montenegro, which is a general planning document, that is to be valid 20 years after the adoption; and,</li><li>the General Regulation Plan, which is a more detailed zoning plan, that is to be valid 10 years after the adoption.</li></ul><p style="text-align:justify;">The Spatial Plan of Montenegro is a higher ranked planning document. It will regulate the strategic guidelines for spatial planning, the basis for the development and spatial organisation and the policy of spatial usage, the concept for maritime spatial planning, the general guidelines for the adoption of the General Regulation Plan, as well as principles for the preservation of cultural heritage and environmental protection. </p><p style="text-align:justify;">Strategic principles and guidelines set out in the Spatial Plan will be further developed under the General Regulation Plan – which will provide the conditions and the manner for spatial development and construction. This plan will completely encompass the territory of Montenegro, and it will regulate construction capacities. Specifically, it will provide for spatial designation, the conditions for its development, building capacities and boundaries, parcelling rules etc. The General Regulation Plan is planned for adoption within the next 36 months. Until then, all currently applicable spatial plans and zoning documents remain in force.</p><h3>A new construction and usage regime</h3><p style="text-align:justify;">Another major novelty is that the permitting system is replaced with a permit-free regime. This means that one is no longer required to obtain a construction or usage permit. In order to construct, an investor is required to prepare a report for construction, an audited main design and other necessary documents. Upon the finalisation of the construction, instead obtaining the usage permit, the new object should only be registered at the competent Land Registry.</p><p style="text-align:justify;">The permitting regime still applies to the most complex construction projects, such as, for example, heavy industry and energy facilities. </p><h3>Chief state/city architects</h3><p style="text-align:justify;">The New Law introduces two new instances which will play the main role in the construction process. These are chief state architect and city architects. The chief state architect will be in charge of all projects of national interest and will guide the legalisation of objects. His role is also to ensure the protection of authenticity of the space and the promotion of best practice in areas of urbanism and architecture. The city architects will be in charge of approving concept designs of buildings, squares and other public areas in settlements, verifying the compliance of concept designs with the urban projects, and approving temporary constructions. The chief state architect is elected by the Government, while the chief city architects are elected by local municipalities.</p><h3>(Un)Developed construction land fees</h3><p style="text-align:justify;">A new burden for the owners of construction land is that they will be obliged to pay a monthly land development fee, for the undeveloped construction land in their ownership. After the development, the owner is obliged to pay monthly city land rent. The amounts of these fees will be determined by local municipalities - which is expected to occur within 60 days upon the adoption of the General Regulation Plan.</p><p> </p><p> </p><p><em class="ms-rteStyle-Quote">The information in this document does not constitute legal advice on any particular matter and is provided for general informational purposes only.</em></p><p>​</p>
Karanović & Nikolić Shortlisted to Win Another Law Firm of the Year Award Karanović & Nikolić Shortlisted to Win Another Law Firm of the Year Award | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/January/Karanovic-Nikolic-Shortlisted-to-Win-Another-Law-Firm-of-the-Year-Award.aspxKaranović & Nikolić Shortlisted to Win Another Law Firm of the Year Award Karanović & Nikolić Shortlisted to Win Another Law Firm of the Year Award | News | Karanović & Nikolić string;#16/01/2018<p style="text-align:justify;">After winning the <a href="/knnews/Pages/2017/03/17/Karanovic-Nikolic-wins-the-award-for-Law-firm-of-the-year-in-Eastern-Europe-and-the-Balkans-by-The-Lawyer.aspx"><span lang="EN-GB" style="text-decoration:underline;">Law Firm of the Year awards in 2014 and 2017</span></a>, Karanović & Nikolić is once again a finalist for this prestigious recognition. The awards, now in their ninth year, are organised by <a href="https://www.thelawyer.com/">The Lawyer</a>, a prestigious British weekly magazine for lawyers and in house counsel. According to the organisers, this year's contest is particularly fierce. </p><p style="text-align:justify;">The Lawyer awards are meant to reward and celebrate excellence across the European legal market. Karanović & Nikolić has been shortlisted for the fourth consecutive time in the category Eastern Europe and the Balkans and the overall Law Firm of the Year category. The <a href="http://www.thelawyereuropeanevent.com/2018-shortlistcategories/2018-shortlist"><span lang="EN-GB" style="text-decoration:underline;">shortlisted firms</span></a> have been selected by the judges as having demonstrated excellence in their work over the past year, setting themselves apart from the rest of the legal industry. Each entry is scrutinised for its quality based on highly demanding criteria and the winners are selected for their commitment to excellence and clear strategic vision.</p><p style="text-align:justify;">The awards ceremony will take place on Thursday, the 15<sup>th</sup> of March 2018, at Grange Tower Bridge, London. It will welcome over 350 managing and senior partners from across the continent to celebrate the success of the industry's top law firms.</p>
Serbian Commission Fines Another Bid Rigging Cartel Serbian Commission Fines Another Bid Rigging Cartel | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/January/Serbian-Commission-Fines-Another-Bid-Rigging-Cartel.aspxSerbian Commission Fines Another Bid Rigging Cartel Serbian Commission Fines Another Bid Rigging Cartel | News | Karanović & Nikolić string;#09/01/2018<p style="text-align:justify;">The Serbian Competition Commission (the "<strong>Commission</strong>") recently fined four undertakings for bid rigging in the public procurement for the maintenance of train wagons. The contracting authority, the "Nikola Tesla" power plant, which represents the largest electricity-producing complex in Serbia, informed the Commission about possible collusion in public procurement for repair services for the train wagons it uses in coal transportation. </p><p style="text-align:justify;">Following this tip-off, the <a href="http://www.kzk.org.rs/en"><span lang="EN-GB" style="text-decoration:underline;">Commission</span></a> initiated an official investigation, including dawn raids at the premises of bidders. <em>Inter alia</em>, the Commission looked at historical tenders and price fluctuations, as well as deviations and inconsistencies in the bidders' own offers. However, the crowning evidence came from the notes from the meeting between the bidders, whereby they seemed to have clearly allocated the lots and pricing, correlating to the results of the public procurement procedure. The representatives of the bidders made the notes prior to the 18<sup>th</sup> of January 2016, when the bids were opened. Further questioning of the representatives and employees of the bidders determined that the bidders actually met regularly to discuss the market conditions, further developments in the industry etc. and used such meetings to divide up the tender among themselves, in a classic cartel. The Commission imposed a fine in the amount of 2% of the total annual revenue generated for each undertaking in the public procurement procedure (including MIP RŠV, Inter-mehanika, Tatravagonka bratstvo and Šinvoz). </p><p style="text-align:justify;">However, the Commission refrained from imposing a ban on participating in tenders, as it considered that this would lead to a temporary market exit for almost half of the market players, with three other market players currently undergoing bankruptcy.</p>
Karanović & Nikolić Promotes New Senior Partner and Six Partners* Karanović & Nikolić Promotes New Senior Partner and Six Partners* | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2018/January/Karanovic-Nikolic-Promotes-New-Senior-Partner-and-Six-Partners.aspxKaranović & Nikolić Promotes New Senior Partner and Six Partners* Karanović & Nikolić Promotes New Senior Partner and Six Partners* | News | Karanović & Nikolić string;#03/01/2018<p style="text-align:justify;">Karanović & Nikolić is pleased to welcome Marko Ketler as its new Senior Partner, as well as Ivan Nonković, Goran Radošević, Ivana Dišović, Katarina Gudurić, Jaka Simončič and Petar Mitrović who have been named Partner. We are proud to announce the promotion of these attorneys at law cooperating with Karanović & Nikolić who have demonstrated their utmost professional excellence and in such a way contributed to strengthening our international practice and furthering the legal network's reputation as a regional legal powerhouse.</p><p style="text-align:justify;">Managing Partner, <a href="/people/rastko-petakovic"><span lang="EN-GB" style="text-decoration:underline;">Rastko Petaković</span></a>, said: "These individuals represent the next generation of Karanović & Nikolić. Clients and peers recognize them as leading experts in their fields. They embody our core values, creativity and commercial approach. Often on the cutting-edge areas of the law, and with full commitment to our clients and teamwork, they have greatly contributed to the growth of our practice."</p><p style="text-align:justify;"><a href="/people/marko-ketler"><span lang="SR-LATN-RS" style="text-decoration:underline;">Marko Ketler</span></a> is a highly experienced transaction lawyer with a wealth of experience in corporate law, mergers and acquisitions and banking and finance. Marko has immense professional experience and niche expertise in takeovers, advising on the sale of non-performing loans and international financings.</p><p style="text-align:justify;"><a href="/people/ivan-nonkovic"><span lang="SR-LATN-RS" style="text-decoration:underline;">Ivan </span><span lang="SR-LATN-RS" style="text-decoration:underline;">Nonkovi</span><span lang="EN-GB" style="text-decoration:underline;">ć</span></a>, recognised for his keen professional and commercial insights, focuses on mergers and acquisitions, takeovers, privatisations and corporate restructurings where he represents both public and private companies, as well as private equity firms in a variety of domestic and international transactions. Ivan's broad experience includes counselling clients in a variety of industries, including healthcare, energy, retail, consumer products and services, manufacturing and banking.</p><p style="text-align:justify;"><a href="/people/goran-radosevic"><span lang="SR-LATN-RS" style="text-decoration:underline;">Goran Radošević</span></a> is renowned for his ingenuity and strategic advice. Thanks to the breadth of his professional experience, he advises on a wide range of corporate and commercial law matters. His areas of expertise include contractual law, consumer protection, data protection, healthcare, public procurement, regulatory and compliance, anti-corruption, IT and intellectual property.</p><p style="text-align:justify;"><a href="/people/ivana-disovic"><span lang="SR-LATN-RS" style="text-decoration:underline;">Ivana Dišović</span></a> is highly experienced in employment law and labour relations, and regularly advises both leading multinationals, as well as domestic companies, on all types of dispute resolution in the context of employment law, including litigation in the civil courts, arbitration and mediation of employee claims including in respect of dismissals, discrimination and equality, and other labour dispute resolution matters. She also represents clients in corporate and commercial litigation and has in-depth knowledge of the pharma and FMCG sectors.</p><p style="text-align:justify;"><a href="/people/katarina-guduric"><span lang="EN-GB" style="text-decoration:underline;">Katarina Gudurić</span></a> brings unique perspective from the business world, joining the knowledge of what clients look for with in-depth legal professionalism. She advised clients in many major infrastructure transactions in Serbia and has extensive experience in transactions involving international banks and leading financial institutions, advising both lenders and the borrowers in a wide range of industries. She also specializes in the areas of insurance business and FX transactions. </p><p style="text-align:justify;">Jaka Simončič is widely recognised for his breadth of knowledge and understanding of all aspects corporate / commercial and banking & finance matters. His expertise encompasses a full range of corporate work, principally in mergers and acquisitions and restructurings. Jaka also advises on privatisations, reorganisations, financing, data protection and other commercial arrangements and associated regulatory issues. </p><p style="text-align:justify;"><a href="/people/petar-mitrovic"><span lang="SR-LATN-RS" style="text-decoration:underline;">Petar Mitrović</span></a> has played a leading role in some of the most high-profile energy projects related to both the development of new energy facilities and projects that aim to improve the regulatory framework for renewable energy sources. He is recognised as a top energy lawyer among relevant stakeholders. Petar is also a highly experienced tax attorney and he focuses on issues related to VAT and corporate income tax, general corporate law and M&A. </p><p style="text-align:justify;"> </p><p style="text-align:justify;"> </p><p style="text-align:justify;">*<span class="ms-rteStyle-Quote">The terms "Partner" and "Senior Partner" refer to independent attorneys at law with adequate professional qualifications or standing in the respective jurisdiction in which any such person is a qualified attorney at law. </span></p>
Karanović & Nikolić Becomes a Member of the Digital Serbia Initiative Karanović & Nikolić Becomes a Member of the Digital Serbia Initiative | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2017/12/Karanovic-Nikolic-Becomes-a-Member-of-the-Digital-Serbia-Initiative.aspxKaranović & Nikolić Becomes a Member of the Digital Serbia Initiative Karanović & Nikolić Becomes a Member of the Digital Serbia Initiative | News | Karanović & Nikolić string;#29/12/2017<p>Karanović & Nikolić is proud to announce that our firm has become a member of Digital Serbia. This initiative was founded with the idea of creating an environment for Serbian technological companies to become regional leaders in their respective fields, and by doing so contribute to creating new jobs and improving the overall quality of life. Karanović & Nikolić is committed to creating and improving Serbia's digital and technological ecosystem.</p><p>To view Digital Serbia's holiday video, please follow this <a href="https://www.youtube.com/watch?v=Wc4SjxRtteY"><span style="text-decoration:underline;">link</span></a>. </p><p>​</p>
Serbian Commission Cracks Down on Sportswear Retailers Serbian Commission Cracks Down on Sportswear Retailers | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2017/12/Serbian-Commission-Cracks-Down-on-Sportswear-Retailers.aspxSerbian Commission Cracks Down on Sportswear Retailers Serbian Commission Cracks Down on Sportswear Retailers | News | Karanović & Nikolić string;#28/12/2017<p style="text-align:justify;">The Serbian Competition Commission (the "<strong>Commission</strong>") recently fined fifteen sporting goods retailers for vertical resale price maintenance. The Commission determined that the involved undertakings infringed competition law by entering into restrictive agreements on the relevant markets of wholesale and retail sale of sportswear, footwear and sporting equipment.</p><p style="text-align:justify;">The <a href="http://www.kzk.org.rs/en"><span lang="EN-GB" style="text-decoration:underline;">Commission</span></a> initiated an <em>ex officio</em> investigation on 18<sup>th</sup> of August, 2016, with a dawn raid on the premises of "N SPORT", a major local distributer of sporting brands. The Commission collected sale and purchase agreements of the supplier and a number of local retailers, including the price lists of certain sport brands (Puma, Sergio Tacchini, Russell Athletic etc.).</p><p style="text-align:justify;">The agreements in question obliged the buyers to apply resale prices determined by <a href="https://www.n-sport.net/"><span lang="EN-GB" style="text-decoration:underline;">N SPORT</span></a>, together with a prohibition on promotions without N SPORT's prior approval. The supplier used various methods for ensuring that the buyers complied with the resale price maintenance obligation, including a reduction in rebates and ultimately termination of the agreement. </p><p style="text-align:justify;">The Commission established that all fifteen relevant agreements contained provisions that in various ways determined the resale price for wholesale and retail sale. Ultimately, all of the involved undertakings were fined, with fines ranging from 0.2% to 0.62% of the total annual turnover generated by the undertakings in 2015. The largest individual fine was issued against the supplier "N SPORT" in the amount of RSD 16,525,732.75 (approx. EUR 140,000). </p><p>​</p>
Serbian Bankruptcy Law Amended Serbian Bankruptcy Law Amended | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2017/12/Serbian-Bankruptcy-Law-Amended.aspxSerbian Bankruptcy Law Amended Serbian Bankruptcy Law Amended | News | Karanović & Nikolić string;#26/12/2017<p style="text-align:justify;">After two long years of analysing and debating, the <a href="http://www.parlament.rs/national-assembly.467.html"><span lang="EN-GB" style="text-decoration:underline;">Serbian Parliament</span></a> adopted changes to the Bankruptcy Law and they have entered into force on the 25<sup>th</sup> of December, 2017.</p><p style="text-align:justify;">The idea was to improve the position of secured creditors and to provide clarity to certain provisions that caused conflicting interpretations in practice. Changes will apply only to bankruptcies initiated after the changes entered into force. Although most of the novelties allow secured creditors increased control over the bankruptcy proceedings, it remains to be seen whether these changes will achieve the desired goals in practice. </p><h3 style="text-align:justify;">The position of secured creditors improved</h3><p style="text-align:justify;">Historically, secured creditors have not had any impact to how the secured asset is being treated. There have been numerous examples of prolonging the settlement of secured creditors' claims with little to no influence on this situation by the secured creditors themselves. The newly adopted amendments are supposed to improve this by introducing several new roles of secured creditors. The most crucial improvements are the following: </p><ul style="text-align:justify;"><li>The creditors board must have one secured creditor as a member;</li><li>A secured asset cannot be put under lease without the approval of a secured creditor whose claim is secured by that particular asset. If the secured asset is put under lease, the secured creditor is allowed to collect a portion of the rent, in the amount determined by the acting judge. Interestingly enough, this share in collecting the rent is not treated as a settlement of the claim;</li><li>A secured creditor who is interested in buying a secured asset within bankruptcy is now allowed to set-off its claim with the price reached at the public sale;</li><li>The bankruptcy judge approves upon request by the secured creditor its right to sell the secured asset in any manner it finds appropriate (there is no constraint to sell under rules applying to a sale in bankruptcy proceedings) within 9 months; and,</li><li>Secured creditors are given pre-emptive rights in a direct sale of the secured asset.</li></ul><h3 style="text-align:justify;">Engagement of licensed evaluators</h3><p style="text-align:justify;">A very welcome novelty is a mandatory engagement of licensed real estate evaluators. This amendment serves to harmonise the Bankruptcy law with the recently enacted Law on evaluators (<em>Official gazette 108/16</em>), that prescribes that only evaluators, licensed in accordance with this Law, are allowed to evaluate assets in bankruptcy. It remains to be seen how this provision will apply to court experts, traditionally engaged for this type of work. In any event, these amendments will certainly improve the quality of evaluations, given that before the amendments, the bankruptcy manager was allowed to evaluate the property subject to sale at its own discretion, which often led to conflicts with secured creditors. </p><h3 style="text-align:justify;">Possibility to change acting bankruptcy manager at any point in the proceedings</h3><p style="text-align:justify;">The creditors' board now has the power to remove the current bankruptcy manager and appoint a new bankruptcy manager without any reasoning, at any stage of the proceedings. The only requirement is that they make this decision by a ¾ majority. </p><h3 style="text-align:justify;">Reduced threshold for liquidation vote, no option to prolong reorganisation deadlines </h3><p style="text-align:justify;">The previous 70% of claims entitled to vote out liquidation at the first creditors hearing has now been reduced to 50%. Also, the option of prolonging deadlines to submit a reorganisation plan has now been revoked and only one amendment of the reorganisation plan is now allowed.</p><h3 style="text-align:justify;">The effect of bankruptcy to arbitral clauses </h3><p style="text-align:justify;">There has been a long debate as to how bankruptcy affects the arbitration clause. The Bankruptcy law provides for the exclusive jurisdiction of the court handling the bankruptcy to any dispute involving the bankruptcy debtor, which contradicts the effect of arbitral clauses within dispute resolution mechanisms. These new amendments bring clarity to this, with an unusual approach. Arbitral proceedings, if initiated before bankruptcy, can be continued, should the claim subject to arbitration be disputed in bankruptcy. </p><p style="text-align:justify;">However, the amendments exclude the possibility of starting the arbitration after the bankruptcy was initiated and after a claim, not previously subject to arbitration, is disputed in bankruptcy. This provision requires increased diligence on the side of creditors who, for the sake of upholding the arbitral clause, would need to closely monitor financial and legal status of the debtor and initiate arbitration prior to bankruptcy being opened over their debtor.</p><p style="text-align:justify;"> </p><p style="text-align:justify;"> </p><p><span class="ms-rteStyle-Quote">​<em>The information in this document does not constitute legal advice on any particular matter and is provided for general informational purposes only.</em></span></p>
Transfer of Claims No Longer a Problem in Enforcement Transfer of Claims No Longer a Problem in Enforcement | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2017/12/Transfer-of-Claims-No-Longer-a-Problem-in-Enforcement.aspxTransfer of Claims No Longer a Problem in Enforcement Transfer of Claims No Longer a Problem in Enforcement | News | Karanović & Nikolić string;#26/12/2017<p style="text-align:justify;">Ever since the latest Law on Enforcement and Security entered into force on the 1<sup>st</sup> of July, 2016, an issue arose over the wording and scope of Article 48, dealing with how creditors acquiring claims can initiate enforcement. The main idea behind this new law was to make it easier for creditors to collect claims.  </p><p style="text-align:justify;">However, something went wrong along the way and, instead of improving the creditors' position, the law did quite the opposite. In cases of transfer of claims, the now (in)famous Article 48 required from the new creditor to evidence the transfer by a certified document, or to prove the transfer by a final court/administrative decision. </p><p style="text-align:justify;">The court had conflicting and strange interpretations of this provision, to the extent that the courts would recognise transfer only when the transfer was based on law, but not when based on contract. The <a href="http://www.parlament.rs/national-assembly.467.html"><span lang="EN-GB" style="text-decoration:underline;">Serbian Parliament</span></a> has previously tried to resolve this issue, but the first interpretation from late 2016 did not make much difference.</p><p style="text-align:justify;">Naturally, this caused quite a stir, especially in the NPL market. Lawyers and bankers were very active in trying to resolve the matter. After a number of discussions, round tables and conferences, the Parliament finally issued a new interpretation article 48 on the 17<sup>th</sup> of December, 2017 – leaving no doubt that the transfer of claim refers both to transfer based on law and contract. </p><p style="text-align:justify;">Earlier in the fall, the Serbian Supreme Court adopted a similar standpoint, reasoning that the ratio behind this article was to give broader possibilities to creditors.</p><p style="text-align:justify;">All in all, good news for the NPL market at the end of the year, leading to a more exciting 2018 with no procedural hurdles in collecting acquired claims.</p><p> </p><p> </p><p><em class="ms-rteStyle-Quote">The information in this document does not constitute legal advice on any particular matter and is provided for general informational purposes only.</em></p>
Karanović & Nikolić Advises on the Sale of Tikkurila’s Balkan Subsidiaries Karanović & Nikolić Advises on the Sale of Tikkurila’s Balkan Subsidiaries | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2017/12/Karanovic-Nikolic-Advises-on-the-Sale-of-Tikkurilas-Balkan-Subsidiaries.aspxKaranović & Nikolić Advises on the Sale of Tikkurila’s Balkan Subsidiaries Karanović & Nikolić Advises on the Sale of Tikkurila’s Balkan Subsidiaries | News | Karanović & Nikolić string;#22/12/2017<p>Karanović & Nikolić, in cooperation with local lawyers, advised <a href="https://www.tikkurilagroup.com/"><span lang="EN-GB" style="text-decoration:underline;">Tikkurila Oyj</span></a>, the Finnish paints and coatings maker, on the sale of the entire share capital of its subsidiaries in Serbia and Macedonia to the local management. According to the signed sales agreement, the transaction – subject to the fulfilment of agreed conditions, will be closed in the first quarter of 2018. </p><p>The Karanović & Nikolić legal team - led by <a href="/people/milos-vuckovic"><span lang="EN-GB" style="text-decoration:underline;">Miloš Vučković</span></a>, <a href="/people/ivan-nonkovic"><span lang="EN-GB" style="text-decoration:underline;">Ivan Nonković</span></a> and <a href="/people/milijana-tomic"><span lang="EN-GB" style="text-decoration:underline;">Milijana Tomić</span></a>, assisted Tikkurila in the structuring of the transaction, drafting and negotiating the transaction documents.</p><p>Operating in 14 countries, Tikkurila is the leading paints and coatings professional in the Nordic region and Russia. The company entered the Balkan market in 2012, after acquiring the business operations of Zorka Color, a Serbian paint company. In addition to Serbia, Tikkurila operated in Macedonia, Bosnia and Herzegovina, Montenegro, Croatia, and Kosovo*. According to the company statement, the divestiture of the subsidiaries in Serbia and Macedonia is part of a more extensive programme to boost profitability and competitiveness.</p><p>The combined revenue of the two companies to be sold was approximately EUR 13 million in 2016, and the number of employees totalled 130. The buyer will continue the distribution of Tikkurila branded products in the Balkan area.</p><p>​</p>
Societe Generale Acquires Jubanka’s Credit Portfolio Societe Generale Acquires Jubanka’s Credit Portfolio | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2017/12/Societe-Generale-Acquires-Jubankas-Credit-Portfolio.aspxSociete Generale Acquires Jubanka’s Credit Portfolio Societe Generale Acquires Jubanka’s Credit Portfolio | News | Karanović & Nikolić string;#21/12/2017<p>Karanović & Nikolić advised on Societe Generale Srbija's acquisition of a part of Jubanka's credit portfolio – which included housing and cash credits, credit cards, as well as credits for small and medium-sized enterprises. Societe Generale Srbija is now the third largest bank in Serbia in terms of credit volume.</p><p style="text-align:justify;">The Karanović & Nikolić team consisted of Darko Jovanović, Ivan Nonković and Marko Ćulafić. Their services included the due diligence of Jubanka's credit portfolio, work on the transaction documents, with counsel throughout the acquisition and the negotiation process.</p><p style="text-align:justify;">Societe Generale Srbija, a wholly owned subsidiary of the French-based Société Générale bank – one of the largest banking groups in Europe, is the oldest foreign bank in Serbia, establishing its Belgrade office in 1977. This transaction is Societe Generale Srbija's second acquisition, after it acquired KBC Bank's client portfolio in 2013.</p><p style="text-align:justify;">Jubanka, formerly known as Alfa banka, is owned by AIK banka Beograd – which acquired a 100% of Jubanka's shares in April, 2017. Societe Generale Srbija stated that they will contact Jubanka's clients and offer them all the necessary help and support, in order to enable them the highest quality of service.</p><p>​</p>
Cross-Border Cooperation Between Competition Authorities in the SEE Region Intensifies Cross-Border Cooperation Between Competition Authorities in the SEE Region Intensifies | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2017/12/Cross-Border-Cooperation-Between-Competition-Authorities-in-SEE-Region-Intensifies.aspxCross-Border Cooperation Between Competition Authorities in the SEE Region Intensifies Cross-Border Cooperation Between Competition Authorities in the SEE Region Intensifies | News | Karanović & Nikolić string;#20/12/2017<p style="text-align:justify;">The national competition authorities in South Eastern Europe are evidently increasing and strengthening their cross-border cooperation and communication, allowing for a more effective regional approach in the protection of competition. Taking into account common challenges and economic interdependence, as well as similar goals in EU integration, the authorities appear to have recognized significant merit in a broader regional framework for competition enforcement.  </p><p style="text-align:justify;">Speaking in November at the <a href="/knevents/Pages/Karanovic-Nikolic-Hosts-the-12th-Traditional-Conference-on-Competition-Law.aspx"><span lang="EN-GB" style="text-decoration:underline;">"</span><span class="ms-rteStyle-Quote" lang="EN-GB" style="text-decoration:underline;"><em>Competition and Competitiveness</em></span><span lang="EN-GB" style="text-decoration:underline;">" conference</span></a>, organized by Karanović & Nikolić, the President of the <a href="http://www.kzk.org.rs/en"><span lang="EN-GB" style="text-decoration:underline;">Serbian Competition Commission</span></a>, Miloje Obradović, initially announced that one of the authority's main goals for the next two years is intensifying cooperation with its regional counterparts. With that in mind, he proposed the establishment of a Western Balkans Competition Forum, where regulators would meet to discuss the latest developments in the practice and legislation of competition protection. The Commission stated that this initiative was supported by the <a href="http://www.ebrd.com/home"><span lang="EN-GB" style="text-decoration:underline;">European Bank for Reconstruction and Development (EBRD)</span></a>. The framework would allow competition authorities to build upon existing cooperation in exchanging relevant information on market development, coordinating activities, competition advocacy etc.</p><p style="text-align:justify;">In the last few months, increased communication between the regional competition enforcers has been evident and public, including a number of bilateral and multilateral meetings being held across the region. On the <em>International Competition </em>conference, held in Albania in December, Mr. Obradović underlined that: „Regional cooperation through the Forum would additionally increase capacity and influence coordination in practice between the regional competition authorities. The Forum would also expand on competition advocacy activities of all of the regional competition authorities".</p><p style="text-align:justify;">There is a number of pan-European organizations dedicated to fostering cooperation between competition authorities already in place, including most notably the International Competition Network and the European Competition Network. However, it is evident that competition authorities in the region, whether they are already EU member states or candidates for accession, are increasingly becoming aware of the similar challenges facing regional economies and the effects that cross-border commerce has on competition in each of their jurisdictions, and are looking for a coordinated approach to tackling the main issues of the day. From a corporate perspective, a consistent and unified regional strategy for compliance becomes even more important for companies which are active in multiple jurisdictions, as the costs of non-compliance could grow exponentially wider. </p><p>​</p>
Karanović & Nikolić at the Competition Law in the Energy Sectors Conference Karanović & Nikolić at the Competition Law in the Energy Sectors Conference | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2017/12/Karanovic-Nikolic-at-the-Competition-Law-in-the-Energy-Sectors-Conference.aspxKaranović & Nikolić at the Competition Law in the Energy Sectors Conference Karanović & Nikolić at the Competition Law in the Energy Sectors Conference | News | Karanović & Nikolić string;#20/12/2017<p style="text-align:justify;">Miloš Vučković, Senior Partner at Karanović & Nikolić, held a presentation on the 4<sup>th</sup> of December at the Competition Law in the Energy Sectors conference in Vienna. The event was organized by the Energy Community and it featured representatives from various European countries, as well as legal experts and professionals from the energy sector. The main topics at the conference were the current and future trends in the energy industry and their relation with the field of competition law.</p><p style="text-align:justify;"><a href="/people/milos-vuckovic"><span style="text-decoration:underline;">Mr Vučković</span></a>'s presentation was in the fourth part of the conference "Market coupling, market splitting, power exchanges and the role of competition law". Titled "SEEPEX - Serbian Experience", the presentation gave an overview of the developments and trends in the Balkan energy sector. In particular focus was the establishment of SEEPEX – the only regional power exchange in South East Europe. </p><p style="text-align:justify;">Based on the WB6 Electricity Monitoring Report, issued by the <a href="https://www.energy-community.org/"><span lang="EN-GB" style="text-decoration:underline;">Energy Community</span></a> in the autumn of 2017, Serbia is at the moment ahead of its neighbouring countries, having the first power exchange in the Western Balkans region (i.e. WB6 region) as of the beginning of 2016. At the moment trading on SEEPEX is voluntary and no regulatory measures promoting liquidity have been taken. </p><p style="text-align:justify;">The standard products traded at SEEPEX are single orders and block orders at the day-ahead spot market.  As of March 2017, SEEPEX introduced a flexible block order as a new product with the aim of increasing liquidity. Further measures to increase liquidity should be implemented, such as the purchase of network losses, the selling of electricity from renewable sources, further deregulation of retail prices and abandoning the licensing regime. At the moment, the introduction of an intra-day market does not seem realistic. </p><p style="text-align:justify;">There was no progress made towards the coupling of the Serbian day-ahead market with the markets of Hungary, Czech Republic, Slovakia and Romania (known as 4MMC), for which SEEPEX expressed interest in a letter of intent sent to 4 MMC, together with the Serbian regulatory authority and the transmission system operator. Activities concerning the coupling with 4MMC, as well as with Montenegro, Albania and Italy are part of the implementation of a road map for the regional day-ahead market integration in Western Balkans.</p><p style="text-align:justify;">Other panels at the conference included: "The Gazprom Case – A Controversy", dealing with the European Competition Commission's case against Gazprom, a large Russian gas company; and, "Competition Law as a Sword and Shield in Arbitration", discussing the extent in which competition law is helpful or in the energy sector from an arbitration perspective.</p><p>​</p>
Montenegrin Utility Company Fined for Dominance Abuse Montenegrin Utility Company Fined for Dominance Abuse | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2017/12/Montenegrin-Utility-Company-Fined-for-Dominance-Abuse.aspxMontenegrin Utility Company Fined for Dominance Abuse Montenegrin Utility Company Fined for Dominance Abuse | News | Karanović & Nikolić string;#11/12/2017<p style="text-align:justify;">Recently, the Misdemeanour Court in Budva imposed a fine of approximately EUR 61,500 on the company <a href="http://vodovodbudva.me/vodovodbudva/">„Vodovod i kanalizacija" d.o.o. Budva</a> (the "<strong>Company</strong>"), as well as a fine of EUR 1,000 to the responsible person in the company for the abuse of a dominant position. </p><p style="text-align:justify;">The misdemeanour proceedings were initiated by the <a href="http://www.azzk.me/novi/joomlanovi/en/">Montenegrin Competition Agency</a> (the "<strong>Agency</strong>"). Prior to the initiation of misdemeanour proceedings, the Agency determined that the Company infringed competition by abusing its dominant position on the relevant market for the provision of water supply services and the treatment and disposal of wastewater in the relevant geographic market of the Municipality of Budva.</p><p style="text-align:justify;">The Company issued two decisions, on the 18<sup>th</sup> of April 2014 and the 24<sup>th</sup> of June 2015, through which it introduced a special fee for the service of maintaining and reading water meters (the "<strong>Decisions</strong>"). The Agency established that the Company's abuse of dominant position consists of imposing excessively high prices for these services. In that sense, the Agency also established that the payment obligation introduced by the Decisions does not correspond, by its nature and purpose, to the services provided.</p><p style="text-align:justify;">According to the Montenegrin Competition Law, undertakings abusing their dominant position can be fined in amounts ranging from 1% to 10% of the annual turnover of the undertaking in the financial year preceding the year in which the infringement is made. However, such fines can be imposed only by Misdemeanour Courts in the misdemeanour proceedings, which causes significant difficulties and delays in effective enforcement. Having this in mind, the latest fine imposed by the Budva Misdemeanour Court represents a refreshing step towards the development of a vibrant antitrust culture in Montenegro.</p>
OTP Bank Buys Vojvođanska Banka OTP Bank Buys Vojvođanska Banka | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2017/12/OTP-Bank-Buys-Vojvodjanska-Banka.aspxOTP Bank Buys Vojvođanska Banka OTP Bank Buys Vojvođanska Banka | News | Karanović & Nikolić string;#04/12/2017<p style="text-align:justify;">Hungary's OTP Bank bought Vojvođanska Banka, as well as NGB Leasing and the National Bank of Greece's corporate loan portfolio in Serbia. This is one of the biggest recent banking transactions in the region and it was closed on Friday, the 1<sup>st</sup> of December in Belgrade. Karanović & Nikolić, <span style="margin:0px;padding:0px;border:0px currentcolor;text-align:justify;color:#444444;text-transform:none;line-height:inherit;text-indent:0px;letter-spacing:normal;font-family:"times new roman", georgia, serif;font-size:1rem;font-style:normal;font-weight:400;word-spacing:0px;vertical-align:baseline;white-space:normal;orphans:2;widows:2;font-stretch:inherit;background-color:#ffffff;text-decoration-style:initial;text-decoration-color:initial;">in cooperation with the global law firm<span> </span></span><a href="https://www.weil.com/" style="margin:0px;padding:0px;outline:0px;border:0px currentcolor;text-align:justify;color:#3b3b3b;text-transform:none;line-height:24px;text-indent:0px;letter-spacing:normal;font-family:"times new roman", georgia, serif;font-size:16px;font-style:normal;font-weight:400;text-decoration:none;word-spacing:0px;vertical-align:baseline;white-space:normal;orphans:2;widows:2;font-stretch:inherit;background-color:#ffffff;">Weil, Gotshal & Manges LLP</a>, advised the buyer – <a href="https://www.otpbank.hu/portal/en/Retail">OTP Bank</a>, one of the leading banks in Central and Eastern Europe, throughout all of the stages of the acquisition process.</p><p style="text-align:justify;">The Karanović & Nikolić team included <a href="/_layouts/15/FIXUPREDIRECT.ASPX?WebId=de941175-f8d4-4a41-8207-c9aec3e1e3b2&TermSetId=9c3dd502-4f62-4d66-9ef2-684258a8f9ed&TermId=2bde9f18-b87d-4a22-82b7-d580b4199f91">Darko Jovanović</a>, <a href="/_layouts/15/FIXUPREDIRECT.ASPX?WebId=de941175-f8d4-4a41-8207-c9aec3e1e3b2&TermSetId=9c3dd502-4f62-4d66-9ef2-684258a8f9ed&TermId=ec9b723f-4e8a-4ebd-9714-959ae2192629">Ivan Nonković</a> and <a href="/_layouts/15/FIXUPREDIRECT.ASPX?WebId=de941175-f8d4-4a41-8207-c9aec3e1e3b2&TermSetId=9c3dd502-4f62-4d66-9ef2-684258a8f9ed&TermId=8da07e2b-a3b6-4883-b8dd-ec6f4babcb37">Mina Srećković</a>. The services performed were the due diligence of <a href="https://www.voban.co.rs/en">Vojvođanska Banka</a> and its affiliates, advising on the transaction documents from the local law perspective, obtaining of regulatory approvals, as well as working on the closing documents and the facilitation of the closing. </p><p style="text-align:justify;">This is OTP Bank's third successful acquisition in this year, after acquisitions in neighboring Croatia and Romania. After the realization of the financial part of the transaction, the company's presence in Serbia is further solidified, in line with their strategic goal of increasing their market share in the countries in which OTP operates. Hungary's OTP Bank now has a 5.7% market share in Serbia and is the seventh biggest bank in the country.</p><p>​</p>
New Tax Rulebooks Will Start to Apply in Serbia from 2018 New Tax Rulebooks Will Start to Apply in Serbia from 2018 | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2017/11/New-Tax-Rulebooks-Will-Start-to-Apply-in-Serbia-from-2018.aspxNew Tax Rulebooks Will Start to Apply in Serbia from 2018 New Tax Rulebooks Will Start to Apply in Serbia from 2018 | News | Karanović & Nikolić string;#30/11/2017<p style="text-align:justify;">The Serbian Ministry of Finance issued rulebooks on VAT records, as well as a rulebook governing the procedure for filing personal income tax returns. The Rulebook on the form, contents and the method of keeping VAT records, as well as on the form and contents of review and the calculation of value added tax (<strong>VAT Rulebook</strong>) was enacted in October.</p><p style="text-align:justify;">The VAT Rulebook should start to apply from the 1<sup>st</sup> of January, but according to the latest information available on the <a href="http://www.mfin.gov.rs/?change_lang=en"><span lang="EN-GB" style="text-decoration:underline;">website of the Ministry of Finance</span></a>, the application will be postponed until the 1<sup>st</sup> of July, 2018. This change will be reflected in the amendments to the VAT Law that are expected to occur by the end of 2017.</p><p style="text-align:justify;">The VAT Rulebook prescribes that VAT payers have to prepare their VAT calculation sheets and enclose them with their VAT returns. In order to apply the new rules on VAT records, VAT payers will have to adjust their accounting software. Therefore, the postponed application is going to allow VAT taxpayers to be duly prepared for the new VAT Rulebook.</p><p style="text-align:justify;">In addition, the new Rulebook on the Forms of Tax Returns for the Assessment of Personal Income Tax (<strong>PIT Rulebook</strong>) was enacted. The PIT Rulebook introduces changes to the procedure of filing tax returns for individuals generating capital gains, as well as for entrepreneurs who are paying taxes to lump-sum income. The PIT Rulebook will start applying on the 1<sup>st</sup> of January, 2018.</p><p style="text-align:justify;">Individuals who generate capital gains will be able to file their tax returns electronically starting from the 1<sup>st</sup> of January, 2018. Alternatively, individuals may file their tax returns in hardcopy.</p><p style="text-align:justify;">The tax returns for the assessment of personal income tax and social contributions for lump-sum incomes will be filed solely in electronic form starting from the 1<sup>st</sup> of January, 2018. The new rulebooks are another step in the process of the development of an electronic communication with the tax authorities.</p><p style="text-align:justify;"> </p><p style="text-align:justify;"><span class="ms-rteStyle-Quote"><em></em></span> </p><p style="text-align:justify;"><span class="ms-rteStyle-Quote"><em>The information in this document does not constitute legal advice on any particular matter and is provided for general informational purposes only.</em></span></p><p style="text-align:justify;"> </p><p>​</p>
The Federation of Bosnia and Herzegovina to Adopt a New Personal Income Tax Law The Federation of Bosnia and Herzegovina to Adopt a New Personal Income Tax Law | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2017/11/Bosnia-and-Herzegovina-to-Adopt-a-New-Personal-Income-Tax-Law.aspxThe Federation of Bosnia and Herzegovina to Adopt a New Personal Income Tax Law The Federation of Bosnia and Herzegovina to Adopt a New Personal Income Tax Law | News | Karanović & Nikolić string;#24/11/2017<p style="text-align:justify;">The <a href="http://www.fbihvlada.gov.ba/english/"><span style="text-decoration:underline;">Government of the Federation of Bosnia and Herzegovina</span></a> (FBiH) adopted the draft for the new Personal Income Tax Law ("<strong>PIT Law</strong>"), and its application is planned to begin from the 1<sup>st</sup> of January, 2018. The novelties include the introduction of a progressive tax rate, broadening of the tax base and, in particular, the introduction of the taxation of dividends, the introduction of electronic tax returns and prescription of a higher personal exemption amount.</p><p style="text-align:justify;">This draft of the new PIT Law introduces a two-bracket progressive tax rate, instead of the current flat rate of 10%. A lower tax rate of 10% would apply to taxable income not exceeding KM 800 (approx. EUR 400) per month or KM 9,600 (approx. EUR 4,800) per year (the lower bracket). A higher tax rate of 20% applies to a part of the taxable income that exceeds KM 800 per month or KM 9,600 per year (the higher bracket). Implementation of the new PIT Law means a higher effective tax rate for higher incomes. However, with the broadening of the tax base by including more earnings into taxable income, such as dividends, it may be interpreted that the effective tax rate has risen both for higher and lower incomes, since a broader tax base means higher effective tax rates in general.</p><p style="text-align:justify;">Under the amendments, the dividends received by an individual shareholder will be taxable. Furthermore, the tax base for employment income was broadened, and it now introduces new rules on the taxation of shares received from employers (stock option plans). Severance grants would be taxable, unless paid in case of retirement.</p><p style="text-align:justify;">On the other hand, some earnings that are taxable under the current PIT Law, will be exempted - such as monetary aid made to scientists, payments made by NGO's, reimbursements financed from EU funds, and remunerations paid by <a href="http://www.un.org/en/index.html"><span style="text-decoration:underline;">UN</span></a> and <a href="http://www.ohr.int/?lang=en"><span style="text-decoration:underline;">OHR</span></a> to Federation residents pursuant to employment.</p><p style="text-align:justify;">Taxation of personal income from property will be regulated in more detail, in particular the taxation of capital gains. The amendments explicitly prescribe that income from the sale of immovable property, as well as the sale of shares and investment units held in investment funds, will be taxable in the FBiH.</p><p style="text-align:justify;">Employers with more than five employees will have to exclusively submit electronic tax returns. This should reduce the time necessary for the filing of tax returns, and it is expected that the details on the process of filing tax returns will be further elaborated in a new Rulebook on the application of the new PIT Law.</p><p style="text-align:justify;">It is prescribed that individuals that have not settled their taxes will not be able to execute cash transfers, provide loans or transfer their property. This provision may have a positive impact on tax collection, but it remains to be seen how it will be implemented. It is also not clear what would be considered as unsettled tax due – the tax under dispute, or the tax determined in the final and binding act of the Tax Administration.</p><p style="text-align:justify;">The new Rulebook on the implementation of PIT Law, expected to further elaborate new, more detailed, provisions of new PIT Law, is to be adopted 180 days after the day that the new PIT Law comes into force</p><p style="text-align:left;"> </p><p style="text-align:left;"> <br><em class="ms-rteStyle-Quote">The information in this document does not constitute legal advice on any particular matter and is provided for general informational purposes only.</em></p><p>​</p>
The New National Employment Service’s Practice of Prolonging of Work Permits The New National Employment Service’s Practice of Prolonging of Work Permits | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2017/11/The-New-National-Employment-Services-Practice-of-Prolonging-of-Work-Permits.aspxThe New National Employment Service’s Practice of Prolonging of Work Permits The New National Employment Service’s Practice of Prolonging of Work Permits | News | Karanović & Nikolić string;#23/11/2017<p style="text-align:justify;">The National Employment Service changed its years-long practice regarding the extension of work permits for persons on secondment.</p><p style="text-align:justify;">In particular, pursuant to Article 19 of the Law on the Employment of foreigners, work permits based on secondment are obtained for a period of the duration of an agreement between the local employer - who is the service user, and a foreign employer, but no longer than for one year. Exceptionally, a work permit for a seconded person can be issued for a longer period in case the employee is seconded from a country with which the Republic of Serbia has concluded a secondment related bilateral convention.  </p><p style="text-align:justify;">In practice, until recently, this meant that a secondment-based work permit was issued initially for a maximum period of 12 months (or exceptionally 24 months, if there was a bilateral social convention in place that envisaged this term). Once issued, a work permit for a seconded person could have been prolonged multiple times upon the expiry of the initial period, if adequate documents were properly and timely submitted.</p><p style="text-align:justify;"><br>However, this practice has been changed recently and the authority's standpoint now is that the <a href="http://www.nsz.gov.rs/"><span lang="EN-GB" style="text-decoration:underline;">National Employment Service</span></a> will not continue to extend work permits, on the basis of secondment, upon the expiry of the maximum duration period of such permits.</p><p style="text-align:justify;">In particular, this means that foreigners, who are in Serbia based on secondment for longer than 12 or 24 months (depending on the country of their residence), will, upon the expiry of their current work permit, need to regulate their work status in a different manner in order to continue working in Serbia – for example, to conclude an employment agreement with a Serbian employer or to otherwise acquire the basis for obtaining a new work permit.</p><p style="text-align:justify;">With respect to this issue, Karanović & Nikolić attended the meeting recently held with the Ministry of Labour, at the initiative of the <a href="https://www.amcham.rs/"><span lang="EN-GB" style="text-decoration:underline;">American Chamber of Commerce</span></a> and the <a href="http://www.fic.org.rs/"><span lang="EN-GB" style="text-decoration:underline;">Foreign Investor Council</span></a>, where the representatives of the Ministry of Labour and the National Employment Service have confirmed the noted change in practice, with respect to the prolongation of secondment work permits, and underlined that this practice will be strictly applied in the future. Therefore, local employers should timely consider options for the future engagement of these persons after the expiry of their current permits.</p><p style="text-align:left;"> </p><p style="text-align:left;"> </p><p style="text-align:left;"><span class="ms-rteStyle-Quote"><em>The information in this document does not constitute legal advice on any particular matter and is provided for general informational purposes only.</em></span></p><p>​</p>
Serbian Business Registration Agency Implements the Provisions of the Company Law on Compulsory Liquidation Serbian Business Registration Agency Implements the Provisions of the Company Law on Compulsory Liquidation | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2017/11/Serbian-Business-Registration-Agency-Implements-Provisions-on-Company-Law-on-Compulsory-Liquidation.aspxSerbian Business Registration Agency Implements the Provisions of the Company Law on Compulsory Liquidation Serbian Business Registration Agency Implements the Provisions of the Company Law on Compulsory Liquidation | News | Karanović & Nikolić string;#06/11/2017<p style="text-align:justify;">The Serbian companies registry – <a href="http://www.apr.gov.rs/eng/Home.aspx"><span lang="EN-GB" style="text-decoration:underline;">Business Registration Agency</span></a> - announced on the 20<sup>th</sup> of October, 2017, that, as of that date, it will start implementing the provisions of the Serbian Company Law regulating the compulsory liquidation of companies. These provisions have actually been in force for more than 5 years now, but they have not been implemented by the registry thus far. The registry announced that the situation will change from now on, and in the past couple of days, more than 500 companies have been put into a compulsory liquidation procedure.  </p><p style="text-align:justify;">Compulsory liquidation is a procedure initiated and conducted by the registry, without the involvement of the shareholders, if the reasons set out by the Company Law are met. For example, the registry can initiate compulsory liquidation over a company which doesn't have an authorised representative for a period of more than three months or a company which failed to file financial statements for the previous business year before the end of the current year. </p><p style="text-align:justify;">There are a number of unclear aspects to this procedure (which were the grounds for the delay of the implementation in the first place), such as the process of settling the creditors or the shareholders' right to reverse the liquidation. We expect that these unclear issues will be resolved soon through registry practice.</p><p style="text-align:justify;">Additionally, the announced changes to the Company Law, which are to be enacted by the end of the year, are also expected to introduce certain clarifications to the process. </p><p>​</p>
New Serbian Law on Protection of Competition in the Pipeline New Serbian Law on Protection of Competition in the Pipeline | News | Karanović & Nikolić https://www.karanovic-nikolic.com/knnews/Pages/2017/10/New-Serbian-Law-on-Protection-of-Competition-in-the-Pipeline.aspxNew Serbian Law on Protection of Competition in the Pipeline New Serbian Law on Protection of Competition in the Pipeline | News | Karanović & Nikolić string;#31/10/2017<p style="text-align:justify;">The Serbian Competition Commission and the Ministry of Trade, Tourism, and Telecommunications, as the official proposer, initiated the procedure to draft a new Law on Protection of Competition. </p><p style="text-align:justify;"><a href="http://mtt.gov.rs/en/"><span lang="EN-GB" style="text-decoration:underline;">The Ministry of Trade, Tourism and Telecommunications</span></a> formed the Working Group for the preparation of the new law, consisting of the relevant ministries, the Competition Commission and the representatives of the business community. <a href="http://www.kzk.org.rs/en"><span lang="EN-GB" style="text-decoration:underline;">The Competition Commission</span></a> especially welcomed the participation of the legal and business community in preparation of the new law.</p><p style="text-align:justify;">After the draft is finalised, the competent ministry will call upon all interested parties to submit their feedback and proposals for improvements in order to better harmonise the new Law with EU legislature as well as specific features of the Serbian market. </p><p style="text-align:justify;">The President of the Competition Commission, Mr. Miloje Obradović, stated that the new Law is meant to improve the business atmosphere in Serbia, since it will help better protect market competition - which is the basis of a market economy, as well as final customers. The upcoming legislature will enable a more effective use of existing resources, better offer and higher quality products to consumers, as well as help the Commission in its role of supporting the country's economic growth.</p><p style="text-align:justify;">Karanović & Nikolić is proud to contribute to the new Law on Protection of Competition through the participation of our Partner <a href="/people/bojan-vuckovic"><span lang="EN-GB" style="text-decoration:underline;">Bojan Vučković</span></a>, as the representative of the <a href="http://www.fic.org.rs/"><span lang="EN-GB" style="text-decoration:underline;">Foreign Investors Council</span></a> in the Working Group for preparation of the new law.</p><p>​</p>