Zivkovic Samardzic has helped Halkbank a.d. Beograd, a subsidiary of Turkish Halkbank, harmonize its operations with the new Law on Personal Data Protection, including reviewing relevant internal documents and policies and drafting new ones, where necessary.
The Zivkovic Samardzic team included Partner Ana Popovic, Senior Associate Ivan Ljubisavljevic, and Associate Milica Cicmil.
BDK Advokati has advised Tvornica Duhana Rovinj, a member of the British American Tobacco Group, on the sale of its 25% stake in Veletabak, a Serbian tobacco products wholesaler, to Authoritas, giving Authoritas full ownership of the company. Marovic Law firm advised Authoritas on the deal.
Tvornica Duhana Rovinj acquired its shares in Veletabak in 2008. The company’s exit follows the expiration of the Shareholders’ Agreement between Tvornica Duhana Rovinj and Authoritas.
The BDK Advokati team was led by Senior Partner Vladimir Dasic and included Associates Sara Necic and Zorana Brujic.
The Marovic law firm team included Attorney at Law Zeljko Marovic.
At the beginning of April 2019, the Serbian Parliament adopted the new Law on Healthcare Protection (the “Law”), with the aim of improving the legal framework and facilitate better functioning of the healthcare system in Serbia, aligning it more closely to EU standards in this field.
This new piece of legislation introduces significant novelties to the healthcare sector, including the registration of healthcare institutions with the local Business Registers Agency, the liberalization of healthcare institution advertising (public and private), specific rules concerning the engagement of healthcare practitioners (HCPs) from public healthcare institutions in private practices, introducing rules for HCPs receiving gifts, and new prevention programs for patients.
New Rules on Healthcare Institutions
One of the key novelties provided by the Law is a new rule concerning the registration procedure for healthcare institutions. Specifically, as of October 11, 2020, public and private healthcare institutions will be obliged to register in the Register of Healthcare Institutions, which is to be established within the Serbian Business Registers Agency – the central authority for wide variety of registers. The newly established register will include very detailed information on each healthcare institution, including its name and type, information about its founder, the date and number of the license for the fulfillment of the prescribed conditions in order to perform healthcare activities issued by the relevant Ministry, working hours, etc. Currently, healthcare institutions are required to provide only limited information in registering with the Commercial Court, and there is no publicly available register.
Further, under the new Law, all public healthcare institutions are deemed to be founded either by the Republic of Serbia or by its autonomous provinces, i.e., the new Law canceled the previous rule that primary healthcare institutions should be owned by the local government.
Additionally, for the first time, healthcare institutions can now be founded as public private partnership projects, allowing the conjunction between the state and private capital to push for overall improvement of the healthcare protection system in Serbia.
Advertising of Healthcare Services
The previously applicable Law on Healthcare Protection was very strict regarding the advertising of healthcare services and allowed only a limited amount of information to be provided to patients, including the name and type of health institution and its seat and working hours. However, the new Law significantly liberalizes the rules in this regard, and public and private healthcare institutions are now allowed to advertise healthcare services, expert-medical procedures, and methods of healthcare protection in accordance with the registration license issued by the Ministry of Health, as well as contact details, with the aim of providing patients with necessary information.
Supplementary Work of HCPs
The new Law regulates, in a more precise manner, the supplementary work of HCPs by prescribing that they can enter into an agreement for supplementary work with their employers or with a maximum of three other employers for a maximum of one-third of the full-time working hours. As a precondition for the performance of supplementary work, the HCP has to obtain the prior consent of the director of the institution where the HCP performs his or her full-time working hours. Consent has to be provided within five working days from the request, and under the condition that the HCP fulfills certain requirements.
The validity of the consent is one year.
Conflict of Interest
The Law introduces separate provisions regulating conflicts of interests, anti-corruption requirements, and thresholds for HCPs receiving gifts. An individual gift (i.e. each specific gift) cannot exceed 5% of an average monthly net salary in Serbia, and all the gifts received during a one-year period cannot exceed the amount of an average monthly net salary in Serbia.
Unlike the Law on Anti-Corruption Agency, which includes the same threshold, and requires that any gift received by an official must be received in its total amount (one average month’s salary) within one year, the new Law on Healthcare Protection does not stipulate the period of time in which a gift must be completed, and consequently opens the door for potential corruptive activities. This gap in the Law has been widely criticized by experts and is expected to be changed in the future.
By Goran Radosevic, Partner / Independent attorney at law, and Milica Filipovic, Senior Associate / Independent attorney at law in cooperation with Karanovic & Partners
This Article was originally published in Issue 6.6 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.
According to JPM Senior Partner Jelena Gazivoda, Serbian law firms are doing well these days. “We are all very busy these past few months, which is good,” she says. “Notwithstanding the fact that there are different comments in newspapers, we are not really feeling any bad signs. In fact, we are all participating in some significant transactions, making us really busy.”
Gazivoda ties the boom, at least in part, to the political calendar. “The situation is really interesting and challenging,” she says, “because this is a pre-election year. Next year the parliamentary elections and local elections will be held, probably in April. This affects to a significant extent what is happening on the market, because in pre-election years the government tries to achieve the best results demonstrating progress and economic growth.” As a result, she says, “what we are seeing is a significant number of projects which have been launched recently.”
It’s not only political scheduling that accounts for the good times. Gazivoda cites statistics showing that Serbia is among the countries in Europe with the highest number of projects involving both greenfield investments and FDI investments. In 2018 alone, she says, there were 107 FDI projects — “over 20 more than in previous years.” These projects, she reports, are appearing in diverse sectors, and she describes “a few important new projects involving new plants and facilities for production of automobile components,” as well as “a few famous foreign investors involved in the repair of aircraft parts and engines” and “a significant number of investments in FMCG, tobacco, and textile.”
And it doesn’t appear the well is about to run dry either. According to Gazivoda, Serbia’s national investment plan for the upcoming period predicts the investment of between 10-12 billion euros in infrastructure projects involving “communal services,” such as waste-water processing, transportation, energy products, and digital infrastructure, with investors coming from different parts of the world, including Germany, France, and Japan.
Ultimately, though, “the energy and highway construction sectors are receiving the greatest investments.” Gazivoda cites with some pride JPM’s work (performed along with Bojanovic & Partners) on the ongoing energy project — a pipeline project jointly financed by Gazprom and Srbijagas — to transport natural gas from the Russian Federation to Serbia, via the Black Sea and through Bulgaria, that will replace the now-abandoned South Stream project and will be the second line from the Turkish Stream. She describes the project, which is worth several billion euros and which is designed to “bring energy independence and security to Serbia,” as “the biggest energy infrastructure project ever realized in the Republic of Serbia.”
In addition, Gazivoda reports, “there are a significant number of infrastructure projects predominantly run by Chinese investors, who are heavily involved in highway and railway construction in the Republic of Serbia as part of their Silk Road initiative.” Among the most prominent of these projects, she says, is the 60-kilometer segment of the Trans-European road project in Central Serbia connecting Serbia to Central Europe that was officially opened on Sunday, August 18, which JPM advised on as well. In addition, last year China’s Zijin Mining pledged to invest USD 1.46 billion in Serbia’s RTB Bor copper mine in return for a 63% stake, and Gazivoda says that construction of an Industrial Park for innovation technologies — a joint Chinese/Serbian investment — will begin in a suburb of Belgrade next year that is envisaged to employ more than 10,000 people in Serbia when it opens in 2022.
But it’s not only the Russians and Chinese investing in Serbia at the moment. “At the end of August the Serbian and Turkish presidents will open construction of a highway connecting Belgrade with Sarajevo,” Gazivoda reports, noting that JPM advised on that as well. In addition, French companies have played a significant role in the country’s recent development, including the concession award in 2018 received by French infrastructure group Vinci 2018 to expand, operate, and maintain Belgrade’s Nikola Tesla airport, and she says the recent visit to Serbia by French President Emmanuel Macron resulted in the execution of more than two dozen bilateral investment agreements between the two countries. Among other things, she reports, “French companies will be involved, along with the Chinese, with the construction of the metro in Belgrade.”
Despite the good times, Gazivoda reports, Serbia is “not really a big market,” and while the leading law firms are working at full capacity, none of them are growing significantly in size. In addition, she says, while there are “many many lawyers in Serbia,” there are “relatively few remarkable law firms engaged in all these transactions.” She says, with a sigh, that “the overall climate has changed,” as, “in this consumer-driven world, clients are paying less attention to quality in favor of ‘one size fits all advice, which does not require high quality.” She’s quick to clarify that she is not talking about “serious clients, of course, who are ready to engage serious law firms and give them serious tasks.”
JPM Jankovic Popovic Mitic has advised C.D Holding Internationale SAS on its entrance into a partnership with the current owners of Serbia’s Emergo Sport d.o.o.
C.D Holding Internationale is a French cooperative group that was established in 1964 and which operates in 19 countries worldwide. It offers solutions for management, communication, and exchange (vouchers, cards, web platforms and mobile applications).
Emergo Sport provides services to corporate entities and retail individuals of issuance, sale, and operation of a multi-gym/sport activities membership card, enabling access to sports facilities in Serbia. Th company also operates through subsidiaries in Bosnia and Georgia.
The JPM team was led by Partners Nikola Poznanovic and Jelena Stankovic Lukic, supported by Partners Jelena Nikolic and Bojan Sunderic and Senior Associates Anja Sakan, Marija Vukcevic, and Andrea Cvetanovic.
Editor’s Note: After this article was published CEE Legal Matters learned that Bojovic Draskovic Popovic & Partners advised Emergo Sport on the deal. The firm’s team included Partner Vuk Draskovic and Senior Associate Milica Pesteric.
BIFIDEX (Business and Financial Data Exchange) is the service delivery platform of the Regional Business Registry Portal (RBRP) which, as of March 2019, has officially started operating. This portal offers transparent and easy access to information regarding the companies in the Western Balkan countries.
The project of RBRP was made possible by the financial help of the European Bank for Reconstruction and Development and is currently running in Serbia and North Macedonia. Still, other Balkan countries have also shown interest in becoming a part of the portal, best noticeable in the case of Montenegro and Republic of Srpska which have on the 3 of July 2019 signed the Annex to the Agreement on establishment of the portal and became members of the Management Board of the SEE Business Registries Portal.
The two main databases from which the portal gets their data is the Serbian Business Registers Agency (SBRA) and the Central Register of the Republic of North Macedonia (CRM). Together, in the past two years, they have made joint e-services based on a unique methodology where BIFIDEX is connected to SBRA and CRM. Business registries from Montenegro and Republic of Srpska, Bosnia, and Herzegovina are also to be included on the portal in the future.
The main points of the portal are to get up to date information regarding any and all companies working in Balkan countries – making an electronic record base with business and financial data on more than 500.000 companies and to build a stable, joint and grow oriented market which surpasses borders between the Balkan countries.
By Nevena Milosevic, Associate, Samardzic, Oreski & Grbovic
Zivkovic Samardzic has advised Serbia’s national commercial broadcaster Prva TV, a subsidiary of the Kopernikus Corporation, on its merger with Antenna Group Studios, its affiliated production and distribution company.
As a result of the merger, Antenna Group Studios ceased to exist and became part of Prva TV.
Kopernikus provides cable television and broadband services through cable and optical Internet facilities since 1998. It acquired Prva TV and O2 TV in Serbia and Montenegro from the Antenna Group at the end of 2018 (as reported by CEE Legal Matters on December 17, 2018).
Prva TV is a Serbian commercial television network with national coverage. In March 2012, Prva TV expanded into the Montenegrin television market with the establishment of its sister channel – Prva TV Montenegro.
The Zivkovic Samardzic team was led by Partner Igor Zivkovski.
The draft of the new Act on Trademarks will be on public debate until August 13, 2019. The need for enacting the new Trademark Act is twofold. Firstly, the problems and experiences in the day to day appliance of the provisions of the current Trademark Act need to be implemented in the new text. Additionally, the trademark system in Serbia needs to be made compliant with the EU Directive 2004/48/EZ.
The rules for the display of the trademark have been updated in order to follow the new technological possibilities. Namely the trademark does not have to be displayed graphically in order to be protected – the trademark in accordance with the draft Act may consist of any signs, including words, drawings, letters, numbers, display of colors, tridimensional objects, shape or packaging of good, any combinations of said signs or sounds.
The draft of the new Act strikes the appeal procedure against the decision regarding the trademark. That means that the administrative litigation may be initiated against the decision. The appeal procedures have prolonged the procedures, especially having in mind that the administration does not have enough expert capacity to process the appeals in trademark procedures.
One of the key changes proposed by the draft Trademark Act is introducing the objection principle in the procedures of reviewing of the trademarks applications. This principle has been applied in most of the EU jurisdictions. The objection may be filed by the holder of the earlier registered trademark within two months from the day the trademark application has been published in the Official Gazette of the Serbian Intellectual Property Office. The publication of the trademark application is also a new provision in the draft of the new Act.
The suggestions and objections to the draft of the new Trademark Act may be sent to the Serbian Intellectual Property Office until August 13, 2019.
After the public debate is finished, the final draft will be submitted to the Serbian Parliament. The enacting of the Act is expected in the fall session of the Serbian Parliament.
When the Act is enacted it will mark an additional step to the harmonization of Serbian legislation with EU, and hopefully, it will bring Serbia one step closer to full EU Membership.
By Dusan Dincic, Senior Associate and Nevena Jankovic, Legal Manager Samardzic, Oreski & Grbovic
Zivkovic Samardzic has advised Romania’s biggest power producer, majority state-owned hydropower producer Hidroelectrica, on the winding-up of its subsidiary in Belgrade, which was established in 2014.
The Zivkovic Samardzic team was led by Partner Igor Zivkovski.
Prica & Partners has advised the Government of Serbia on the China Road Bridge Corporation’s agreement to construct an industrial park in the northwest part of Belgrade along the Danube River.
According to Prica & Partners, “CRBC will invest EUR 220 million in the construction of the industrial park, while the total investment of the companies that will set up facilities on its territory will amount to about EUR 2 billion. The project will spread over an area of 320 hectares and will include an industrial park, an international commercial center, and a high-tech park. It is estimated that over 3,000 enterprises engaged in trade, industry, hi-tech, supporting service, and other fields will be attracted to the park. Implementation of this project require significant changes in the current legislation which we had to identify as well as to clearly define the manner of future legislative changes.”