ANALYSIS
Control of Concentrations
Under Macedonia’s
Competition Legislation
Author: Vesna Gavriloska, Partner/Attorney at Law in CAKMAKOVA Advocates
An important part of Macedonia’s competition legislation1
and structuring of legal transactions is the control of concentrations, performed by the Commission for Protection of
Competition (CPC). The CPC assesses and declares whether
a concentration is compliant with the Law or not (guided by
the criteria detailed in article 17 of the LPC and the "Guidelines on the term concentration"). As a rule: consumers must
benefit from concentration; it should not create obstacles to
competition.
Concentrations lead to a change of control on a lasting basis. Practically, concentration arises in each case of e.g. share
transfer or even a property transfer (in form of transfer of the
ownership right or the right to use all or part of the assets of
an undertaking2) or concluding agreements or granting rights
or any other means which, either separately or in combination, and considering the actual or legal condition, allow one
party to exercise decisive influence over the undertaking (including through the composition, voting or decision-making of
the bodies of the undertaking affected).
A merger of two or more previously independent undertakings or parts of undertakings, as well as the creation of a joint
venture performing on a long-lasting basis the functions of an
autonomous economic entity are other types of concentration.
Parties involved in the concentration need to enter into an
agreement (such as merger or share/property transfer agreement) and to announce a public bid for their intention to purchase or acquire a controlling interest in the nominal capital of
another undertaking. Parties may also notify the CPC of their
serious intention to conclude an agreement.
One important factor in deciding whether the concentration
should be reported to the CPC is whether any of the LPC’s
material thresholds are met: on the value of the annual turnover of participants in the concentration on a global or a relevant product market in RM, and the market share of participant(s) in the concentration. If any of these thresholds (as defined in article 14 of LPC) are met, the CPC must be notified
and clearance obtained before closing. This also holds true for
Spring 2015
Issue 45 11