ANALYSIS
transactions where all participants
are foreign undertakings.
Defining the relevant market (product and geographical market) is an
important step in the notification
process which significantly affects
the time needed to prepare the notification and the duration of CPC
review process itself. The practice
and track record of the European
Commission Directorate General
for Competition (and the CPC, to
some extent) is extremely helpful in
identifying relevant market segments.
In cases where concentrations are
carried out without CPC notification or without being declared
legally compliant, the CPC may
impose temporary, behavioural and
structural measures aimed at restoring competition on the affected
relevant market.
Failure to obtain CPC clearance for
a transaction can result in serious
legal sanctions. Parties in such cases
Photo by: Maja Janevska-Ilieva
will be ordered to sell or transfer
the stocks or shares in question or
the CPC could prohibit or restrict
the exercise of voting rights related
with the stocks or shares of the
participants in the concentration. It
could also order the termination of
the joint venture or other forms of
acquiring control. Parties also face
misdemeanour sanctions and fines
of up to 10% of the aggregate annual
income of the undertaking in the
business year preceding to the year
when the misdemeanour was com-
mitted. A temporary ban may also
be imposed on the performance of
a specific business activity as well as
individual bans on practicing one’s
profession.
For all of these reasons, a professional analysis by competition experts on the need for CPC approval
is highly important when structuring
any legal transaction, particularly
with respect to its legal perfection
and maintaining timelines for its
successful closing.
1 Due to the obligations undertaken with the Stabilisation and Association Agreement between the Republic of Macedonia (RM) and the
European Communities (EC) and their member states and the ongoing process of harmonisation of the Macedonian legislation with the EU
acquis, the Macedonian Law on the Protection of Competition (LPC) entered into force on 13 November 2010 (Official Gazette of the RM No.
145/10), as the country’s primary source of competition regulation. Its purpose is to ensure free competition on the domestic market to stimulate
economic efficiency and consumer welfare. The Law applies to all forms of prevention, restriction or distortion of competition that affect the
territory of the RM, even when they are caused by activity outside of the territory of the RM. Further, EU competition criteria are used to assess
competition distortions that may affect trade between RM and EC.
2 “Undertaking” refers to any type of business venture, regardless of the manner of its organisation or the form of its management (trade
company, sole proprietor, public undertaking, cooperative undertaking, association of undertakings, etc.), freelance profess [ۜ