Published on 31 January 2024CMS legal teams in Belgrade, Podgorica and Sarajevo have advised Actis on all Serbian, Montenegrin and Bosnian aspects of the acquisition of a carved-out tower portfolio from Telekom Srbija, one of the leading tele­com­mu­nic­a­tions operators in the CEE region.   The carved-out portfolio comprises approximately 1,800 macro towers, of which approximately 1,000 are located in Serbia, approximately 700 in Bosnia and Herzegovina and approximately 100 in Montenegro. CMS has provided legal advice on the buy-side due diligence, structuring of the carve-outs, negotiation of the transaction documents, transfer of the towers, regulatory matters (merger clearance, telecoms and energy supply regulations), tax matters and financing of the transaction. This landmark transaction marks Actis’ entry into the Western Balkans and reinforces Actis' commitment to the CEE region following previous investments in the energy sector in Romania and Bulgaria in 2022. The CMS team which advised on the transaction was led by partner Marija Tešić (Serbia, Montenegro) and included partners Radivoje Petrikić, Ivan Gazdić and Milica Popović, counsels Marija Marošan and Srđan Janković, senior associates Sandra Miljanić, Ksenija Boreta, Jovana Bingulac, Ksenija Ivetić Marlović, Tamara Zejak and Tamara Samardžija, associates Mila Drljević, Milica Tomić,  Jelena Đorđević, Teodora Vujošević and Jovan Bećirić (all Serbia, Montenegro), partners Indir Osmić and Andrea Zubović-De­vedžić, counsel Sanja Voloder, senior associate Ana Terzić and Zlatan Balta, associates Zlatko Mašović, Stefan Ćosović and Zerina Spahić (all Bosnia and Herzegovina).  

1. Are takeovers of listed companies regulated? Yes. Takeovers of listed companies are regulated by the Law on Takeovers of joint stock companies (“Official Gazette of RS”, nos. 46/2006, 107/2009...

12 October 2023 We are delighted to receive the Women in Law Award for Best Law Firm 2023, which confirms our ongoing commitment to diversity and equality in the legal industry. Our efforts to promote gender diversity, create a fair and inclusive working environment, and support initiatives such as the Ladies League have enriched our culture. Our CMS Diversity and Inclusion charter as well as our internal initiatives reflect our passion to promote women and diversity and to create an inclusive legal industry. We are grateful for this recognition and look forward to a future that is even more diverse, inclusive and sus­tain­able.    Spe­cial thanks to Future-Law, Women in Law Austria and the Association of Austrian Corporate Lawyers - VUJ for the award and to our Ladies League team: Denisa Brighton, Daniela Karollus-Bruner, Daniela Krömer, Jelena Nushol Fijačko, Andrea Potz, Maria Orlyk, Nedzida Sa­li­hovic-Whalen, Gabriela Staber, Marija Tesic and Döne Yalçın.

Published on 2 October 2023

The end of 2021 has brought us amendments of both the Company Act and the Law on Registration Procedure with the Serbian Business Registers Agency. Most of the amendments have been adopted with the aim of either further digitalizing or ensuring more transparency and safety in the business environment in Serbia. Apart from the amendments dealing with procedural or technical matters (e.g. procedure for the correction of technical errors, broadening the category of applicants, etc.), major amendments to the Law on Registration Procedure refer to further di­git­al­iz­a­tion:start­ing on 16 May 2023, the application for the incorporation of a company will only be possible online (electronic application), and decisions of the Registry (to e-administration users) will be delivered to users’ electronic mail­boxes;start­ing on 16 November 2022, certification of a digitized act (i.e. confirmation of its identity with the original) may be performed by at­tor­neys-at-law. Amendments to the Company Act are wider in scope and include, among other things:more detailed procedures for reporting on the transactions involving a personal interest and on forced liquidations;the annulment and the consequences of the annulment of share transfer agree­ments;re­mov­al of the double signature rule restriction for company representatives, as well as the removal of the obligation for a company to have at least one representative that is a natural per­son;pro­hib­i­tion on entrepreneurs using the term “Serbia” in their business name;regulation of the value of the share capital of the company upon its acquisition within the bankruptcy procedure (i.e. a price paid);explicit statement that treasury shares cannot be subject to a pledge. Matters related to institutional investors, asset managers and voting advisers are regulated, but the application is postponed until the accession of Serbia to the EU. However, there are also changes that require harmonization or at least amendments in terms of the current registration regime:Companies must become users of the E-administration platform no later than 26 May 2023;By 26 November 2022, a company’s registered seat must contain an indication of the city, municipality, street, house number, floor, apartment; public joint-stock companies must adopt remuneration policies, keep a record of and report on the remuneration of dir­ect­ors;Start­ing from 1 June 2022, for registration of natural persons (as shareholders, directors, etc.), their gender must be included and registered as well. While digitalization is obviously an inevitable fact and a “one-way street”, it remains to be seen how smoothly the mechanisms envisaged by the relevant amendments will operate in practice.

Stuttgart – The shareholders in the comcross Group have sold shares in the company to Infratech Bau, a portfolio company held by H.I.G. Capital. With a current workforce of over 200, comcross is a leading...

We, at CMS Belgrade, appreciate the opportunity to support start-ups with a strong vision, such as retail neobank N26. CMS Belgrade Managing Partner Radivoje Petrikić, early recognised the potential of N26 and with his team of local partners Marija Tešić and Maja Stepanović, and senior tax lawyer Ivana Blagojević, supported them with the acquisition of a Serbian fintech, thus enabling further expansion of N26 operations in global markets.   This fast-growing neobank from Germany has an inspiring motto: to be the first mobile bank the world loves to use! As it seems, they are living up to their motto, since N26 has already welcomed more than 7 million customers in 25 markets for only 6 years, and has just raised a USD 900 million Series E round at a USD 9 billion valuation of the company. In addition to Central Europe operations, they are now eyeing opportunities in East Europe, and opening an office in Serbia is an important step in their plan.   We are looking forward to assisting the innovative mobile bank with achieving their goal of becoming one of the biggest retail banks in Europe. 

The CMS Serbian and Austrian team has advised the sell-side, UK-based Poseidon Group and Belgium’s Mitiska REIM, on the divestment of their entire portfolio of retail parks in Serbia to Austria’s...