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  • Gambling: North Macedonia’s High-Stakes Industry

    In North Macedonia, gambling is more than just a popular pastime – it’s a major economic driver. Papazoski and Mishev Law Firm Attorney at Law Ivan Mishev, Law office Emil Miftari Attorney at Law Elena Nikodinovska Miftari, and Polenak Law Firm Partner Metodija Velkov discuss the industry’s impact on the economy and the challenges posed by evolving regulations.

    A Major Contributor

    “The gambling industry is a major economic branch in North Macedonia,” Mishev says. Velkov agrees, adding that “casinos, sports betting, and online gambling are highly popular in North Macedonia, especially in cities like Gevgelija near the border with Greece, where large casinos cater to international visitors. A lot of hotels with five stars have also opened casinos within their premises which also attract a lot of the foreign visitors in the country.”

    Nikodinovska Miftari reports that “according to the Association of Sports Betting Shops of Macedonia (ASOM), the gambling industry contributes more than EUR 250 million to the state’s budget and provides employment directly to 7,700 people, and indirectly to 54,000 people. Namely, according to the data provided by ASOM, in 2018, the gambling industry provided EUR 253 million into state and local budgets, of which EUR 135 million from direct revenues and EUR 118 million from indirect revenues from VAT, local fees, payroll contributions and taxes, and lease of office spaces. In addition, gambling companies paid EUR 32 million in salaries for their employees in 2018 and paid EUR 11 million in taxes. Based on the analysis provided by ASOM, the data from 2018, compared to the data for 2017, showed that the gambling industry contribution to the public budget in 2018 increased by 41%.”

    In comparison to neighboring countries, Velkov notes that “North Macedonia is smaller in terms of revenue, but gambling is a big source of both tax income and employment. The country stands out due to its cross-border tourism from neighboring countries, particularly Greece, where gambling regulations are stricter.” According to him, “cities like Gevgelija, which is located near the border with Greece, have become major casino hubs, attracting not only locals but also a large number of foreign visitors.”

    “In comparison to some neighboring countries that have more restrictive policies, in the Republic of North Macedonia, games of chance are allowed under the conditions prescribed by the law,” Nikodinovska Miftari adds. “However, although the gambling industry in the Republic of North Macedonia has had continued growth, it is probably still less significant than countries like Serbia, Croatia, and Montenegro.”

    Growth Over Time

    In terms of the development over the past decade, Mishev highlights that “gambling in North Macedonia and the region has always been a popular activity.” Over the last few years, he says, “with the opening of more and more local gambling objects, the introduction of a couple of new online gambling providers, as well as a marketing strategy which covers all major mainstream marketing platforms, gambling’s popularity grew significantly.”

    Gambling, Velkov notes, has been a hot topic in North Macedonia, “especially with the proliferation of sports betting shops and online platforms. The rise of digital gambling platforms has been pivotal. Sports betting is especially popular, aided by the introduction of mobile apps and online casinos, making it easier for people to participate.” Velkov also notes that while, in 2020, COVID-19 affected the industry, leading to closures of physical casinos, “the gambling sector quickly rebounded thanks to the surge in online gambling. From that period on, there has been a rise in the popularity of online gambling platforms not only on the side of the customers but also on the side of the gambling providers. A lot of foreign companies have shown interest in investing in the provision of online gambling services.”

    Nikodinovska Miftari attributes some of this growth to the more restrictive policies of neighboring countries, noting, “the restrictive policies of some of the neighboring countries have had a positive effect on it. In addition, practice has shown that generally there is an interest in the population for games of chance.”

    Mishev says that, as a result of the above, the gaming industry is “present in almost every household in a direct/indirect manner, especially the young generation.”

    Regulatory Changes and Challenges

    As for the regulatory landscape, Velkov says that “the regulatory environment is very focused on responsible gambling. There are strict controls on advertising, which limit the promotion of gambling activities, especially in areas where vulnerable populations might be exposed. Recent efforts have also been made to introduce zoning laws, ensuring that betting shops and casinos are not located near schools or residential areas.”

    “The gambling market is regulated by the Law on Games of Chance and Entertainment Games from 2011 and its amendments,” Nikodinovska Miftari explains. “Although, with the initial text, internet games of chance were allowed, no entity organized them, mostly because it required a bigger investment. Therefore, in 2012 with an amendment of the law, a larger opportunity for foreign investment was given. This is mostly because Macedonian citizens were playing internet games of chance on foreign websites which contributed to a significant outflow of funds from the country.”

    Mishev draws attention to economic implications when it comes to regulating the industry. “Taking into consideration that the gaming industry is a local major economic branch, any changes of the relevant regulations cause major concerns,” he notes. “The most recent attempt for change – which has passed the parliamentary process and was formally adopted – has been vetoed by the previous President with the explanation that the changes have not been adopted in accordance with all procedural rules, as well that it would hit the local economy very hard.” Still, Mishev says that “after the recent parliamentary elections and with the change of government, one of the first steps that the new political structure undertook was to revoke the licenses for online gambling providers. Additionally, the new government announced the adoption of changes to the gambling legislation with the purpose of introducing stricter rules on the industry and new tax burdens.”

    Hedging Bets for the Future

    Looking forward, Mishev anticipates that “following all recent events, it is highly likely that the gambling industry will continue to be a major factor in the economy of North Macedonia and will grow at a steady pace. Online gambling will certainly be the major focus point in the next few years as it is growing in popularity with each year.”

    However, future development hinges on regulatory reforms, as Nikodinovska Miftari explains. “At this point, it is still uncertain whether and how the gambling sector would be reformed,” she says. “However, certain social, political, and economic aspects will have an influence on legislative reforms, and thus on the future development of the industry.”

    “Even though the gambling industry can attract potential investments and rise in revenues, it, of course, has its negative side,” Velkov notes. “The rise of physical casinos and online betting and gambling platforms can lead the younger generation to a gambling addiction. Indeed, this has sparked a lot of controversies, and there are new proposed amendments to the Law on the Games of Chance and Entertainment Games.” These amendments, he notes, “aim to introduce stricter restrictions on games of chance because the liberal approach allows more and more young people to become victims of gambling and get addicted to it.”

    This article was originally published in Issue 11.10 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • Governmental Reshuffle in North Macedonia: Streamlining for Growth

    North Macedonia has undergone a significant governmental reshuffle following its recent elections. Joanidis Founding Partner Biljana Joanidis-Velichkovska discusses these changes and their implications for the country.

    Streamlining Government for Effective Policy Making

    The government’s restructuring centers on creating more streamlined and condensed departments to enhance efficiency. Joanidis-Velichkovska explains that the new governmental structure now comprises 20 ministries, an increase from the previous 17.

    “The objective behind the government restructure was creating more streamlined and condensed departments,” Joanidis-Velichkovska points out. Key changes involve the reorganization of existing ministries to better align sectors with their appropriate fields of competence. For instance, the Ministry of Economy underwent substantial changes, with Joanidis-Velichkovska reporting that it “had the biggest restructuring. The Foreign Trade sector of the Ministry of Economy was separated and added to the Ministry of Foreign Affairs forming the Ministry of Foreign Affairs and Foreign Trade. The Tourism sector of the Ministry of Economy was separated and added to the Ministry of Culture forming the Ministry of Culture and Tourism.” Finally, the “sectors responsible for managing the policies related with energy, mining and mineral resources of the Ministry of Economy were separated and fused together, forming the Ministry of Energy, Mining and Mineral Resources,” she explains.

    Furthermore, the government also undertook significant restructuring of other ministries to improve efficiency and reflect modern priorities. “The Ministry of Labor and Social Policy and The Ministry of Youth and Sports were dissolved,” Joanidis-Velichkovska goes on to say. “The Labor sector was added to the Ministry of Economy forming the Ministry of Economy and Labor. The Youth sector was added to the Social Policy sector forming the Ministry of Social Policy, Demography and Youth, and the Sports sector became the Ministry of Sports.”

    Joanidis-Velichkovska goes on to report that “the Ministry of Informatic Society and Administration was dissolved. The Informatic Society sector became the Ministry of Digital Transformation, while the Administration sector became the Ministry of Public Administration.” Additionally, “the Ministry of Political System and Relations between Communities was dissolved – the Political System sector was added to the Ministry of Public Administration, while the Relations between Communities became the Ministry of Inter-Community Relations.” Finally, Joanidis-Velichkovska reports that “the Ministry of Transport and Communications became the Ministry of Transport, with the Communication sector being allocated to different ministries according to their competences.”

    Expected Impact

    These alterations are expected to have a significant impact on policy-making processes, economic development, and North Macedonia’s international relations. “These structural changes should streamline the legislative agenda and policy-making processes and lead to more specific decisions and solutions, as a result of the clear, condensed, and structured distribution of powers and responsibilities between the departments,” Joanidis-Velichkovska argues. “With such changes, emphasis is placed on better management and resolution of issues related to foreign policy and trade, management of national resources (energy sources and ore and mineral deposits), etc.”

    While Joanidis-Velichkovska says “it is too early to do proper market research and measure and determine relevant parameters, based on which we could make an accurate analysis and give an appropriate expert opinion,” she believes that certain aspects of the reshuffle will have a long-term impact: “we believe that the greatest impact will be caused by the separation of certain sectors from the Ministry of Economy, and their annexation to ministries that have a more appropriate field of competence and authority.”

    Moreover, Joanidis-Velichkovska believes “that the merger of the departments in the field of economy and labor, as well as the departments in the field of foreign policy and foreign trade, complemented with the separation and independence of the departments in the field of European integration and departments in the field of national resource management, will result in improved and increased foreign investment, international relations, and integration into broader economic communities.”

    Ultimately, Joanidis-Velichkovska feels that North Macedonia’s governmental restructuring represents a “strategic initiative to create a more efficient and focused administration. By aligning ministries more closely with their core competencies and establishing new departments to address contemporary challenges, the government aims to enhance policy-making, boost economic development, and strengthen international relations.”

    This article was originally published in Issue 11.10 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • Inside Insight: Interview with Emilija Evtimova-Spaseska of TAV Macedonia

    TAV Macedonia Legal Affairs Manager Emilija Evtimova-Spaseska discusses her journey from law firm partner to in-house counsel and her role in overseeing legal operations for Skopje and Ohrid airports.

    CEELM: Let’s start with your career leading up to your current role.

    Evtimova-Spaseska: After graduating from the Law Faculty Justinian Primus in Skopje, I started working as an Intern in a law firm in Skopje for four years. In that time, I rose through the ranks to Junior Partner. My work as an external consultant provided me with insights into how clients’ issues are solved within a team of lawyers. We would come across situations in which we’d work for five days to respond to a one-sentence request from the client – mainly due to not having on-site knowledge of all possible factors, thus creating a huge legal opinion covering aspects that were not even part of the initial request. Still, all our clients were very satisfied with the broad feedback we provided. The main challenge in that type of work for me personally was not having all the information and the implicit risk of providing legal advice that could steer the clients in a direction that was not in their best interest. In the law firm, I learned the importance of waivers which are sometimes longer than the legal opinion itself. That’s not just for the protection of the law firm, but more for the protection of the client. The end goal of the waiver is “you provided us with this information and we are providing the legal opinion only based on that information. Should you have other circumstances which you did not or do not wish to disclose to us, we are not certain that this legal opinion is applicable at all.” The variety of work I had the privilege to work on in the law firm was amazing – preparations of catalogs and data rooms, due diligence, M&A, registrations and changes of companies, undertakings of property, assets, leases, and sale-purchases of aircraft, supporting in registration of trademarks, legal advice in regards to finance, supporting the preparation of tender procedures, etc.

    During my time with the law firm, I took the bar exam and the appropriate licenses for IPPO protection procedures.

    Following my experience in the law firm, I became an in-house lawyer for a major IT company, then for a fast-money transfer company, and currently, I’m holding the position of Legal Affairs Manager at TAV Macedonia – the airport operator of Skopje International Airport and Ohrid, St. Paul the Apostle Airport.

    Our mother company is TAV Airports, a global brand in financing, developing, and operating airports. As a member of French Groupe ADP, we have a global footprint with a presence in 110 airports in 31 countries. Through its subsidiaries, the group provides integrated services in all areas of airport operations, including duty-free, food and beverage, ground handling, IT, security, and commercial area services. TAV Airports provided services to 96 million passengers in 2023. The company is quoted on the Istanbul Stock Exchange, featured on the BIST Sustainability Index, and committed to achieving net zero emissions in 2050. With no doubt, we can say that TAV Macedonia is part of a huge and complex mechanism that joins different departments and a variety of experts in many different fields.

    CEELM: What was the biggest shock when transitioning to the in-house world? On the flip side, what was the most pleasant surprise?

    Evtimova-Spaseska: Personally, I did not feel a big shock in the transition. I have always been a dynamic person and following everything and keeping up with the requirements of the new industry was a great challenge. In the law firm, we had clients from different industries while now I have one client with different areas of legal needs.     

    The aviation business is a big, robust, and simply complex industry that includes almost all aspects of law – both in domestic and international areas. Having the opportunity to practice various areas of the law for cargo and customs regulations, border control, fire-fighting, medical, and labor relations, all for aviation purposes creates a unique environment for practicing law. Fitting together different laws and managing industry changes resulting from economic conditions that affect airports is almost like compiling a big puzzle where each part must be precisely shaped to fit the big picture for a safe and pleasant stay at our port. 

    CEELM: What has been keeping you and your in-house team busy over the last 12 months?

    Evtimova-Spaseska: There is a special kind of magic in everyday work, knowing that the journey of all passengers commences or ends at the airport where I work. My administration and especially operations colleagues’ work and my own are part of the effort for the passengers to have a more pleasant and happy journey during their stay at our port. All efforts from all departments and companies working at the airport are in perfect sync to increase the happiness of the passengers.

    The legal department has the best customers – the management with all departments and all our colleagues. The support requested from our side in the various aspects of the work varies from compiling and/or reviewing various types of agreements, regulations, decisions, and procedures, to legal aspects in project finance when it comes to the company’s growth, initiatives for changes in the laws, i.e., corporate affairs activities, concession agreement rights, to litigations, administrative proceedings, and all related proceedings we are conducting or following up on.   

    CEELM: How do you decide if you are outsourcing a project or using internal/in-house resources?

    Evtimova-Spaseska: The two law firms we work with have been engaged for over 10 years by us. Since our in-house team is on the rather small side, we use them for anything and everything. Having law firms that know us and the business to the core enables us to consult them on complex projects like concession agreements to simple drafting of service agreements if the whole team is unavailable.

    CEELM: What do you foresee to be the main challenges for GCs in North Macedonia in the near/mid future?

    Evtimova-Spaseska: The separation of Yugoslavia and the transition period of the Republic of Macedonia to now North Macedonia left consequences that are both useful and challenging. While we strive to benefit from modern technologies and utilize them in every step of our work, we still have to go in person to certain institutions, submit written requests for various matters, and come back after the appropriate time to take a written document. However, there have been many liberations from paperwork in certain areas and the legislators are planning further improvements bit by bit.

    With the new Ministry for Digital Transformation and our country’s EU accession aspirations, I believe that the initiatives for digitalization of procedures will proceed on a fast track.

    The digital transformation of the whole juridical system will be one of the main challenges in the forthcoming years and I’m cheering for a successful transition in this area. Our generation’s efforts will meet the new generation’s needs, resulting in simplified legal procedures and, thus, smoother processes of corporate law.

    This article was originally published in Issue 11.10 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • Know Your Lawyer: Slobodan Doklestic of Doklestic Repic & Gajin

    An in-depth look at Slobodan Doklestic of Doklestic Repic & Gajin covering his career path, education, and top projects as a lawyer as well as a few insights about him as a manager at work and as a person outside the office.

    Career:

    • Lex Adria; Member of the Managing Board; 2019-Present
    • Doklestic Repic & Gajin; Managing Partner; 2013-Present
    • Karanovic & Nikolic; Partner; 2008-2013
    • United Nations Development Programme; Special Legal Advisor in Serbia; 2006-2008

    Education:

    • University of Kragujevac, Faculty of Law; Ph.D.; 2010
    • CEU/Emory Law School; LL.M.; 2005
    • University of Belgrade, Faculty of Law; LL.B.; 2003

    Favorites:

    • Out-of-office activity: Spending time with family, traveling, reading, and trying to stay in shape. During summer: boating and sailing. During winter: skiing
    • Quote: “Cogito, ergo sum” (“I think, therefore I am”) – Rene Descartes
    • Book: Belgrade by Sinisa Kovacevic
    • Movie: The Martian by Ridley Scott

    Top 5 Projects:

    • Advising Philip Morris on its EUR 120 million investment for the expansion of its production facilities in Serbia for novel tobacco products based on “heat but not burn” technology
    • Advising Beijing New Building Materials Plc. in relation to their USD 60 million investment into a joint venture with the Ugljevik mine and thermal powerplant in the Republic of Srpska, Bosnia and Herzegovina (a subsidiary of state-owned Electric Power Industry Company)
    • Advising NLB Bank in relation to its merger by acquisition of Komercijalna Banka in Montenegro
    • Advising Medicover on the acquisition of a chain of medical diagnostics laboratories in the Republic of Serbia and Bosnia and Herzegovina
    • Advising Veolia Energy in relation to the public-private partnership project with the City of Belgrade relating to the treatment of waste in the City of Belgrade, reconstruction of the waste landfills at the outskirts of Belgrade, and the construction of energy-from-waste facilities by the private partner, as well as the operation of this project during the contracted 25 years

    CEELM: What would you say was the most challenging project you ever worked on and why? 

    Doklestic: Our most recent projects often seem the most demanding due to their increasing complexity and our ambition to excel. Over time, our memories of past projects fade, and what once seemed intricate becomes less so with experience. If I had to highlight one project, it would be the 2010 strike at Crnogorski Telekom (aka Montenegrin Telekom). As a young lawyer at the start of my career, this project was a rollercoaster. It involved a premium international client, a strong trade union, heated emotions, media coverage, billboards with caricatures of management members, criminal charges, police involvement, and even some veiled threats. Although I later handled more complex and valuable projects, achieving a positive outcome in this one at the start of my career is something I will always remember vividly.

    CEELM: And what was your main takeaway from it?

    Doklestic: You always have to respect your adversary and treat them with the respect they deserve. That is the only way you will earn their respect. And often, that is the key to success.   

    CEELM: What is one thing clients likely don’t know about you?

    Doklestic: When I was a junior lawyer, I was uncomfortable with public speaking. It took me some time and practice to overcome this. Gradually, I became more confident and comfortable in these situations. Now, my clients are often surprised to learn that I ever had this issue.

    CEELM: Name one mentor who played a big role in your career and how they impacted you.

    Doklestic: If I am to single out one individual who was important for my professional development, it would be Professor Tibor Varady who was my professor in my LL.M. studies and my mentor for my master’s thesis. He not only provided me with invaluable legal knowledge and skills but also instilled in me the importance of integrity, perseverance, and dedication to the profession. I am deeply grateful for his mentorship, which has had a lasting impact on my career and personal growth.

    CEELM: Name one mentee, you are particularly proud of.

    Doklestic: It has been a pleasure to watch Ljubinka Pljevaljcic grow her legal career. She joined our firm right after law school, and I have had the honor of collaborating with her since then. While the days of calling her my mentee are long gone, as she has now been promoted to Partner, I hope I have helped her along the way. Ljubinka is now one of Serbia’s leading lawyers in labor law and has become a mentor to many young colleagues in our office.

    CEELM: What is the one piece of advice you’d give yourself fresh out of law school?

    Doklestic: Never give up. Hard and honest work will always be rewarded. If you put these things together, the result will come.

    This article was originally published in Issue 11.10 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • Know Your Lawyer: Dragan Lazarov of Law Office Lazarov

    An in-depth look at Dragan Lazarov of Law Office Lazarov covering his career path, education, and top projects as a lawyer as well as a few insights about him as a manager at work and as a person outside the office.

    Career:

    • Law Office Lazarov; Managing Partner; 2015-Present
    • Government of the Republic of North Macedonia; Head of Legal Department; 2011-2015
    • Deputy Prime Minister Office; Chief of Staff of the Deputy Prime Minister in charge of European Affairs; 2009-2011

    Education:

    • European Center for Peace and Development; Ph.D. in International Business Law; ongoing
    • University of Ss Cyril and Methodius Skopje – Law Faculty Iustinianus I; LL.M.; 2012
    • University of Ss Cyril and Methodius Skopje – Law Faculty Iustinianus I – BA Law; 2009

    Favorites:

    • Out-of-office activity: Cooking as a hobby and a passion #thelawyerwhocooks
    • Quote: “Love the hand that fate deals you and play it as your own (Amor fati)” – Marcus Aurelius
    • Book: Meditations by Marcus Aurelius
    • Movie: Primal Fear, 1996

    Top 5 Projects

    • Advising the Ministry of Finance of North Macedonia and the EBRD on the development of a legal and regulatory framework for derivatives and repos for North Macedonia. Supporting regulatory reforms to enable a legal framework for derivatives and repos, specifically close-out netting
    • Establishing a Business Interest Group for a group of retail supermarkets – Elida, Tamaro, Misa, Montenegro – a challenging quest from a competition point of view with a concept that is successfully overcoming the test of time
    • Advising the Government of North Macedonia on legislative reform to introduce a Nexus tax regime in free economic zones
    • Advising Euromaxx Resources on the merger of two exploitation concessions in the biggest gold mine project in the country
    • Advising on M&A and competition aspects for V+O – an international marketing company – in forming the strategic alliance with SEC Newgate

    CEELM: What would you say was the most challenging project you ever worked on and why?

    Lazarov: The multidisciplinary advisory work for Ilovitza-Shtuka, the biggest gold/copper mining project in the country. We were acting on the side of the investor for what is still the biggest foreign investment in the country (EUR 450 million). The main task was merging two mining concessions into one, but also many other aspects that this merger implied. It was a challenging task because of the complexity of the legal framework in this field and the need to comply with the international standards of the investor.

    CEELM: And what was your main takeaway from it?

    Lazarov: Balancing between the interests of the state and an investor in a specifically complex project requires a lot of soft skills beyond the legal scope of the task. Navigating a backdated legal framework for a client and a project operating at a top international level required a lot of careful maneuvering, which really reflects the need for an upgrade of the current legislation.

    CEELM: What is one thing clients likely don’t know about you?

    Lazarov: I remember every case and project I’ve worked on, and I often subconsciously process key details in my mind, even while doing completely different things. It certainly helps with generating those eureka moments but I do wish I would be better at “switching off” at times. That’s why I enjoy such moments in the kitchen cooking my favorite Italian recipes and relaxing my mind and senses to get ready for new challenges.

    CEELM: Name one mentor who played a big role in your career and how they impacted you.

    Lazarov: My father. I literally grew up in a courtroom with my father. Ever since I can remember he was a judge and the president of the Basic Court in Shtip – my hometown. As a kid I used to spend a lot of time with him in his office and the court, getting to know the legal profession first-hand. When my decision to enroll in law school was official, he continued mentoring me from a practical aspect, which is very rare in formal education. My apprenticeship as a lawyer began under his supervision. Even today, sometimes a simple word of advice from him can steer me in the right direction.

    CEELM: Name one mentee, you are particularly proud of.

    Lazarov: We always choose our people in the most competitive and transparent manner, through a series of interviews and practical knowledge tests. We continue with that approach in mentoring and developing our people. In such a process, Blazhe Aytov, now an Attorney, has gone a long way in a relatively short time in his career with us and is on an excellent track.

    CEELM: What is the one piece of advice you’d give yourself fresh out of law school?

    Lazarov: Trust me, you don’t know anything. Don’t try too hard to apply something you don’t know – rather focus on putting into use the knowledge you gained in law school and never stop developing yourself and your skills besides your legal knowledge.

    This article was originally published in Issue 11.10 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • Digital Nomads in Croatia, Montenegro, and Serbia

    Central and Eastern Europe is increasingly on the radar of digital nomads seeking new destinations. The countries they flock to see their markets impacted – for better or worse – with both opportunities and challenges aplenty. Babic & Partners Partner Marija Gregoric and JPM & Partners Partner Jelena Nikolic analyze these impacts.

    Nomad Origins: Who’s Coming?

    Digital nomads from around the globe are choosing CEE countries like Croatia, Serbia, and Montenegro for various reasons.

    “According to information published by Croatian authorities, the most represented nations among applicants who successfully obtained the Digital Nomad Visa in Croatia are Russia (35%) and Ukraine (27%), distantly followed by USA (13%), UK, Australia, and Canada,” Gregoric begins. She notes that Croatia’s program “mostly attracts individuals fleeing from the armed conflict but still wishing to stay relatively close to their home.” Additionally, digital nomads are drawn to the “affordable living conditions, great geographic location, and the natural and cultural beauties offered by Croatia.”

    Nikolic observes a similar trend in Serbia. “Digital nomads primarily come from Russia, the USA, Canada, and Great Britain. They often choose Serbia because of its hospitality, moderate climate, favorable living costs, safety, and rich cultural offerings,” she says. As for Montenegro, while official data is lacking, Nikolic mentions that there is an impression that people are mostly coming from “Asian and European countries.” Attractive factors include “lots of tourist attractions, impressive nature, a calming lifestyle, affordable living expenses, and favorable legal framework for business operations.”

    Market Impact: Pros and Cons

    In Croatia, “digital nomads represent only a small fraction of foreigners visiting Croatia and therefore have a relatively small impact on the Croatian market in general,” Gregoric notes.

    In Serbia, “with the foreign currencies they bring and spend in the country, digital nomads influence the increase of foreign exchange reserves, GDP, and public revenues,” Nikolic reports. “They significantly influence the overall demand for housing, and subsequently lead to a rise in rental prices.” She goes on to add that “a large influx of digital nomads has pushed locals out, and co-working spaces have replaced local shops and working-class bars.”

    On the flipside, in Montenegro, the impact is positive, with Nikolic highlighting “the opening of some new markets,” increased digitalization, and an increase in business activity spurred by new investments.

    Visa Paths

    In terms of the legal frameworks themselves, approaches to attracting digital nomads differ. Croatia is already ahead of the curve, having introduced the Digital Nomad Visa (DNV) in 2021. “Subject to different requirements, a third-country national intending to stay in Croatia for up to one year and work for a non-Croatian employer remotely, exclusively through means of IT communications, may be granted a DNV,” Gregoric explains.

    Similarly, Montenegro has a framework in place – the Program for Attracting Digital Nomads by 2025. “The main goals are to develop a favorable environment for the stay of digital nomads and increase the recognition of Montenegro as an attractive destination,” Nikolic explains. “Montenegro has aligned all related regulations and has attracted a number of digital nomads since introducing it in 2022.”

    On the other hand, Serbia has yet to officially recognize digital nomads. “All digital nomads must enter and reside in Serbia as regular tourists,” Nikolic says. Still, she does mention that new regulations are anticipated, “considering that digital nomads have become increasingly present in Serbia.”

    Tax Breaks: Enticing Nomads

    When it comes to attracting digital nomads, tax incentives appear to be crucial. In Croatia, Gregoric points out, “digital nomads being granted a DNV are exempt from paying income tax, as well as pension insurance and health insurance contributions throughout the validity of the DNV.” She contrasts this with neighboring countries, stating that “non-EU countries neighboring Croatia such as Serbia, or Bosnia and Herzegovina do not have any institutionalized program for digital nomads, whereas other countries in the region, such as Hungary, do offer a digital nomad visa but with fewer tax incentives.”

    “Given that digital nomads haven’t been officially recognized in Serbia, there are still no tax incentives or breaks,” Nikolic explains, adding: “Digital nomads who reside in Serbia for a short period are not obliged to pay any taxes on their foreign income.” However, she cautions that “if they reside longer than 183 days, they become Serbian residents and therefore become taxpayers on personal income tax regarding income from foreign countries.”

    In Montenegro, favorable tax policies are squarely in place. “A person who earns income from an employer not registered in Montenegro, based on the acquired digital nomad status in accordance with the law regulating the residence and work of foreigners, has a right to exemption from personal income tax,” Nikolic explains. She believes that, “this approach in Montenegro is very attractive” since digital nomads “face certainty in terms of their business and work.”

    Limited Impact on Legislature

    Digital nomads’ influence on the legal landscape of the countries they choose to stay in is limited but growing. “While remote workers have sparked some movement in legal adaptations, such as the introduction of the digital nomad visa and related tax and social security benefits, the actual influence of digital nomads on Croatia’s legal landscape remains quite limited due to their relatively small numbers,” Gregoric explains.

    In Serbia, “digital nomads have only yet been noticed by the authorities as a category; however, Serbian legislation does not keep pace with changes in modern work models and therefore has not yet legally regulated their labor, tax, or social status,” Nikolic observes. For Montenegro, she notes that “there is not much impact”, as digital nomads are “mainly exempt from such regulations.”

    Looking Ahead

    Taking aim at the road ahead, both argue in favor of measures to attract more digital nomads while ensuring mutual benefits.

    “We believe that the key measures to be considered for attracting more digital nomads in Croatia include streamlining visa applications by reducing documentation and speeding up approvals, adjusting the requirements to allow nomads to work with local clients, promoting cultural exchange, and implementing targeted marketing campaigns showcasing positive experiences,” Gregoric proposes for Croatia.

    As for Serbia, Nikolic argues the country “should follow the example of Croatia and Montenegro, and legally define the term digital nomads, prescribe a digital nomad visa and residence regime that will enable them a longer stay, prescribe a one-stop-shop administration procedure for obtaining such visas and permits, and prescribe favorable tax regime and incentives.” For Montenegro, she posits that it is “the perfect destination for digital nomads with relaxed conditions to obtain digital nomad visas and there may be more promotion and marketing targeting digital nomads worldwide.” Still, she believes that space for some future improvements may be found in ensuring the possibility of applying for digital nomad visas electronically.

    This article was originally published in Issue 11.10 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • Ukraine: Employee Incentives – Important Employment Law Considerations

    Keeping employees motivated and engaged, and retaining the brightest talent can be an effortful task for businesses. Employers agree that fixed net income and mere compliance with basic employment standards are not sufficient and, thus, promote incentive programs as a recognized instrument to navigate this challenge. While worldwide trends in incentivizing employees are similar, each country has developed a set of its own legislative rules and market practices – and Ukraine is no exception.

    Cash Versus Equity Incentives in Ukraine

    In many jurisdictions, equity incentives are a very common instrument, especially in relation to top-tier employees and company officers. However, this type of incentive still remains rather new to the Ukrainian market. There are several reasons behind this fact. One of them is the general perception of potential recipients of the incentives. Ukraine is a young economy, thus an inherent shortage of businesses with a long track record, a quickly changing business environment, and a lack of financial and political stability make quick cash more popular among employees compared to participation in long-term equity incentive plans. In addition, the legislative and regulatory environment remains immature and overcomplicated, with numerous FX, securities, and banking control requirements impacting the complexity of the implementation of equity incentives in practice. This means that cash incentives are a dominant choice for practically all types of local businesses in Ukraine.

    Parent Company Incentive Plans

    From a Ukrainian law perspective, the employer-employee relationship is quite a straightforward one where only two participants – the employee and the employing entity – may have any rights and obligations. There is no concept of a parent entity, and the parent company as such is not supposed to directly participate in relations with employees of its Ukrainian subsidiary. Therefore, the provision of any incentives directly from a parent company remains a grey area in the Ukrainian legal environment. For this reason, receiving or exercising parent company incentives may be complicated for the Ukrainian workforce, and certain provisions of parent company incentive plans may be unenforceable toward them.

    Limited Types of Incentives

    In addition to regulatory restrictions related to equity incentives, Ukrainian law specifics may make some of the employee benefits that could be common in other jurisdictions unattainable. For example, there are rather detailed rules regarding employees’ leaves and their limitations. As a result, paid or unpaid leaves beyond a certain duration, as well as garden leaves, may be contrary to Ukrainian law. Furthermore, private pension schemes or early retirement arrangements are very uncommon in Ukraine due to the specifics of the regulatory environment. In addition, certain group mobility or secondment policies may not be workable for local staff in Ukraine due to a lack of regulation for intragroup relations in employment law.

    Incentives Plans Adoption and Trade Union Approvals

    As a direct employer is supposed to be solely responsible for relations with its employees, any incentive plan, including group ones, needs to be adopted and issued by the employing Ukrainian entity. Such policies normally must include a Ukrainian-language version. In addition, any incentives of a systematic nature may require the approval of a trade union or other representative body of the majority of employees if there is one within the Ukrainian employer.

    Enforceability of Malus and Clawback Provisions

    As a general rule, under Ukrainian law, employers are restricted from adopting decisions that worsen the remuneration conditions of their employees. Furthermore, the possibility to request from an employee reimbursement of any payments received by the employee in connection with an employment contract is highly limited. This may make most common malus and clawback provisions of incentive plans unenforceable in Ukraine.

    Provision of Incentives to Non-Employees

    It is becoming more and more common to offer participation in incentive plans to non-employees such as freelancers or contractors, especially in the IT sector. While Ukrainian labor law does not expressly prohibit similar arrangements, doing so may indicate that the contractors are actually employees, with the risk of reclassifying their contracts into employment ones. This may result in a number of regulatory and financial consequences for the entity that provides such incentives, including fines for undeclared labor.

    Incentives in the State Sector

    There are a number of rules that restrict types and amounts of incentives in the state sector. Particularly, these rules apply to joint stock companies that have the state among its shareholders. In similar companies, incentives of top managers are limited to certain types of cash bonuses, with the maximum amounts of these bonuses being linked to a number of factors, such as the size and profitability of the enterprise.

    By Inesa Letych, Co-Head of Employment and Immigration, Asters

    This article was originally published in Issue 11.10 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • Poland: Collusion in the Labor Market – Competition Authority Cracks Down on Anti-Competitive Practices

    The Polish competition authority – Urzad Ochrony Konkurencji i Konsumentow (UOKiK) – is actively investigating potential collusion in the labor market.

    In early 2024, the UOKiK conducted searches at the headquarters of Jeronimo Martins Polska, Dino Polska, and associated transport companies. The investigation focuses on whether transport companies working with the Biedronka and Dino retail chains engaged in non-poach arrangements, whereby they agreed not to compete for each other’s employees, specifically drivers. If proven, such agreements would restrict job mobility for drivers and slow wage growth.

    This case highlights a broader issue: many employers may not fully realize that competition law applies to the labor market in the same way it does to other industries. To address this, the UOKiK has published a guide titled Collusions in the Labor Market. The guide offers an analysis of anti-competitive practices in employment.

    This guide follows a May 2024 publication by the European Commission called Antitrust in Labor Markets which emphasizes that wage-fixing and no-poach agreements qualify as violations under Article 101(1) TFEU and are often handled by national authorities due to their local impact.

    Understanding Labor Market Collusion

    The UOKiK guide signals a growing interest in preventing collusive practices within the labor market. The guide explains that in competition law, an “agreement” refers broadly to any formal or informal arrangement between two or more parties that influences competition.

    For instance, even informal conversations about HR practices or employee information can be seen as anti-competitive if they restrict the ability of companies to compete fairly for talent.

    Common Forms of Labor Market Collusion

    Wage-fixing agreements: One of the most damaging types of labor market collusion is wage-fixing, where companies agree to set salaries at a fixed level. This practice stifles fair competition for labor, leading to stagnant wages and limited opportunities for employees to negotiate higher pay or better terms.

    No-poach agreements: Another prevalent form of collusion is the implementation of no-poach agreements. This practice limits job mobility for workers, making it difficult for them to advance or seek better employment offers. This, in turn, can trap employees in their current positions, preventing them from advancing their careers.

    Exchange of employment conditions: Collusion can also occur when companies share sensitive information about employee benefits, health insurance, time off, remote working policies, training programs, etc. This can lead to uniformity in employment conditions and distort competition within the labor market.

    Penalties for Violating Competition Law

    Companies found guilty of a breach of competition law can face significant penalties, such as up to 10% of a company’s turnover of the year preceding the infraction. In addition, individual board members who knowingly violated the ban on anti-competitive agreements may be fined up to PLN 2 million.

    What This Means for Employers

    The publication of the UOKiK guide should be considered as a clear signal that labor market collusion is under increasing scrutiny. Companies should take this opportunity to review whether they are operating in compliance with the law and train their employees to be aware of the applicable legislation and the risks and regulations around anti-competitive agreements in the labor market.

    By Agnieszka Nowak-Blaszczak, Head of Employment, Wolf Theiss

    This article was originally published in Issue 11.10 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • Romania: The Collective Dismissal Process – How It Operates and Its Legal Implications

    In a constantly changing economy, companies often face the need to adjust their workforce, sometimes resorting to drastic measures such as the collective dismissal process. According to Romanian labor legislation, the process of collective dismissal entails following a rather laborious procedure, aiming to protect both employers and employees in order to prevent abuses and ensure a smoother transition in restructuring situations.

    As the reason behind collective redundancies may be related to economic difficulties or technological developments that render certain positions within the company redundant, in essence, collective dismissal refers to the termination of employment contracts of a large group of employees at the employer’s initiative, within a 30-day period, for reasons unrelated to them.

    Essentially, the starting point for companies in the case of collective dismissals entails the preparation of a restructuring report that encompasses a thorough analysis of the general context for the preparation of the redundancy plan, the current organizational structure, the reasons for applying the envisaged measures, as well as its objectives.

    The Concept of Redundancy – The Real and Serious Cause

    As the concept of redundancy is based on the company’s decision to eliminate jobs, Romanian law states that the suppression of jobs must be effective and the result of a real and serious cause. In this sense, the real and serious reason refers to the company’s need to eliminate the jobs in question for objective business reasons that are serious enough to justify such a measure, whilst the effective suppression of the position implies that the said positions have become redundant and must be eliminated from the organizational chart (i.e., no new similar/identical positions are created at the same time and no new employees are recruited for such positions).

    In other words, the employer must rigorously justify why the activity in question is no longer relevant to the company. Otherwise, there is a major risk that in the event of disputes, the dismissals would be deemed groundless by courts. If that happens,  the dismissal decisions are annulled and the employees are reinstated within the previously suppressed positions, upon their request.

    Requirements on Consultations with Trade Unions and Notifying Labor Authorities

    In the case collective redundancies are intended, the employer is obliged to initiate, in a timely manner and for the purpose of reaching an agreement, consultations with trade unions/employees’ representatives. These consultations should concern at least the methods and means of avoiding collective dismissals and reducing the number of employees to be dismissed. They should also aim to mitigate the consequences of dismissal by resorting to social measures which include, inter alia, support for the professional reorientation of the dismissed employees.

    At the same time, in order to allow trade unions/employees’ representatives to make mitigation proposals, the company is obliged to send them, as well as to the labor authorities, a written notice. This notice should comprise information regarding aspects such as the number and categories of employees to be affected by the collective redundancy measure and the envisaged criteria for establishing the priority order for dismissal.

    At a later stage, following consultations with trade unions/employees’ representatives, in case the company decides to implement the collective dismissal measure, a new written notice must be transmitted to them and labor authorities at least 30 days prior to the issuance of the dismissal decisions.

    Selecting Employees for Collective Redundancy Measures

    If there are more employees occupying the same positions to be made redundant and not all of them would be affected by dismissal, the company must proceed to the selection of the employees to be dismissed. In principle, the main criterion to be applied is the one related to professional performance (the results of the latest professional evaluation).  The employer may apply subsequent criteria only if such criterion does not suffice in order to set the priority for dismissal among employees (employees have the same results in the latest performance evaluation). Such subsequent criteria might include length of service with the company or social-related criteria.

    Considering that collective redundancies also have a great impact/exposure in the press, companies need to cautiously assess the link of causality between the business rationale and the need to implement reorganization measures, such that employees’ rights are fully observed.

    By Mihai Anghel, Partner, Tuca Zbarcea & Asociatii

    This article was originally published in Issue 11.10 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • Czech Republic: Equal Treatment of Employees in M&A Transactions in Light of Recent Case Law

    In M&A transactions, there is often a transfer of activities and a subsequent transfer of rights and obligations under employment law within the meaning of European Directive 2001/23/EC on the approximation of the laws of the Member States on safeguarding employees’ rights in the event of transfers of undertakings, businesses or parts of undertakings or businesses (TUPE transfer). As a result, the seller’s employees who worked in the transferred establishment will transfer to the buyer. If the buyer has existing employees, the working conditions of the original and new employees may differ. These differences can pertain to salaries and benefits. Are they permissible?

    Until recently, the prevailing view was that salary differences among employees resulting from the TUPE transfer did not constitute unequal treatment. It was assumed that the disparity in working conditions arose from the application of a legal norm (the directive and its implementing legislation) and was therefore justified. The Supreme Court of the Czech Republic recently addressed this issue (21Cdo 2559/2023). Its conclusions are surprising and will certainly have to be considered in M&A transactions.

    The Supreme Court explicitly stated that the transferee employer is entitled to change the terms and conditions of employment from the moment of transfer, even to the detriment of the employees transferred under TUPE regulations. Thus, it accepted that the working conditions of the transferring employees may deteriorate. It further clarified that the TUPE transfer legislation does not, in itself, justify unequal treatment or permit the existence of different conditions between original and new employees. The buyer is obliged to take measures to eliminate unjustifiable inequalities in all areas, particularly in remuneration. This “equalization of terms and conditions of employment” must occur within two months of the TUPE transfer taking effect. After this period, any difference in treatment is no longer justified, except in cases governed by a collective agreement.

    The above will apply where the original and the transferred employees perform comparable activities. Seen through the lens of the Labor Code, this represents so-called equal work or work of equal value (working conditions, complexity, etc.), which will be most easily identifiable when the buyer takes over an enterprise engaged in the same activities as its own. However, in light of Directive (EU) 2023/970, to strengthen the application of the principle of equal pay for equal work or work of equal value between men and women through pay transparency and enforcement mechanisms (Pay Transparency Directive), it is necessary to go further. Even seemingly different jobs must be evaluated where the difficulty of the work is comparable.

    If differences are found, they will need to be reconciled. From a legal perspective, this will undoubtedly be easier where the employer unilaterally regulates wages and other working conditions, particularly by internal regulations or wage assessments. Unfortunately, the Supreme Court does not provide guidance on how to proceed where the employees’ wage conditions are agreed in the employment contract or wage agreement (the employer is unable to unilaterally modify those terms). Employees will be reluctant to accept a voluntary pay reduction, leaving the buyer with no choice but to increase the wages of the lower-paid employees. This will certainly have a negative impact on the overall cost of the transaction and could affect the intrinsic value of the target being acquired (increased costs may reduce profit margins).

    Another option is for the buyer to acquire the transferred establishment through a special purpose vehicle (SPV). This approach would seemingly obscure the possibility of such comparisons, as the employees would formally work for different employers (the buyer and the SPV). However, this issue has been addressed at the European level. It is now clearly referred to in the Pay Transparency Directive that equality of terms and conditions must exist even between different employers if there is a “single source establishing the terms and conditions.” Therefore, if it is still the buyer who ultimately determines the terms and conditions of the transferred employees, they can also be compared between the buyer’s existing establishment and the SPV. However, we believe that this would not apply on a cross-border basis, particularly due to significant differences in the regulation of remuneration, minimum wages, mandatory surcharges, and other factors.

    In the event of a breach of the principle of equal treatment, the Labor Inspectorate may impose a fine of up to EUR 40,000. A much greater risk, however, lies in possible private law claims by employees affected by unequal treatment, particularly claims for wage compensation up to the amount of a comparable employee, plus mandatory contributions.

    It can therefore be concluded that the importance of employment aspects in M&A transactions will continue to grow and that the associated risks should not be underestimated.

    By Helena Hangler, Head of Employment, Schoenherr

    This article was originally published in Issue 11.10 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.