Insights


April 17, 2015


When contemplating any M&A in Slovenia, tax considerations are an important factor to assess. Neglecting tax implications may, at minimum, lead to “unpleasant” surprises in the course of the transaction. In the worst case, however, it may lead to turning what seemed to be a profitable opportunity at first into a costly mistake.[1] The aim of this short analysis is to present some guidance on which are the most important income tax considerations of M&A in Slovenia and how they should be addressed.

Slovenian Companies Act[2] distinguishes among different types of M&A transactions: merger by absorption or by formation of a new company, and various types of divisions (spin-offs, split-ups and split-offs; either by absorption or by formation of a new company). In the following, tax considerations of merger by absorption as one of the most basic types of M&A in Slovenia will be analysed. Such considerations will be presented separately from the point of view of each of the participating subjects: (1) the transferring company, (2) the receiving company, and shareholders of (3) the transferring and of (4) the receiving company. It should be noted, however, that analogical (mutatis mutandis) conclusions apply also to other types of M&A in Slovenia.

First, let’s have a look at the structure of the analysed transaction:

MA Tax Considerations case study

Merger by absorption is a type of M&A in Slovenia, whereas a limited company (transferring company – company A) transfers all of its assets and liabilities to another public limited company (receiving company – company B) by means of universal succession. The transferring company is dissolved without going into liquidation, while its shareholders (shareholders A) are attributed shares of the receiving company. Consequently, the percentage share of the existing shareholders of the receiving company (shareholders B) in the capital of that company is reduced accordingly.

1. Tax considerations of the transferring company (“Company A”):

Pursuant to the provisions of Slovenian Corporate Income Tax Act (CITA)[3] the transferring company is exempt from the tax relating to hidden reserves and/or profits. Additionally, losses that can be attributed to the transferred assets and liabilities are also exempt from taxation. Such exemption, however, is recognized only on the basis of notification of the transaction to the Tax Administration, subject to the requirements of the Tax Procedure Act (TPA).[4] Notification needs to be submitted by the transferring or the receiving company which is the resident of the Republic of Slovenia. If both companies are Slovenian residents, transferring company needs to submit the notification; while in case none of the companies is Slovenian resident, receiving company needs to submit it.[5] The notification is to be submitted before the intended date of the transaction.[6]

As provided by Article 49 of the CITA, the transferring company is required to calculate its profit or loss as the difference between the fair value and the tax value of the assets and liabilities as at the cut-off date of the merger (as if the assets and liabilities were disposed to non-associated enterprises against payment). Consequently, the profit is calculated, but not taxed (provided that the tax benefits under Article 49 of the CITA have been granted by the Tax Administration upon notification).

It should also be noted that neutrality entitlements provided by Article 49 of the CITA are only the possibility the transferring company may opt to pursue by submitting notification to the Tax Administration; while it may as well choose not to exercise these rights.

2. Tax considerations of the receiving company (“Company B”):

As a general rule, the receiving company assumes liability for the entire tax history of the transferring company. Thus, it could end up having to pay back taxes for the acquired entity, the amount of which could in practice be very significant. Consequently, tax due diligence needs to be carried out and should include not only the company’s entire tax history but also inquiries about matters such as open audits and notices of audits.

Pursuant to the provisions of Article 49 of the CITA, the receiving company (company B) is entitled to the following tax benefits:

  • the right to carry over provisions created by the transferring company and assume its rights and obligations related to these provisions;
  • the right to take over tax losses of the transferring company;
  • it is not liable to taxation relating to any gains accruing on the cancellation of its holding in the capital of the transferring company (company A).

Again, entitlement to these benefits is not an automatic consequence of the transaction. Rather, tax benefits may only be granted by Tax Administration upon submission of a relevant notification (pursuant to the provisions of Article 381 of the TPA).

In addition, the receiving company as a universal successor may in practice also benefit from the use of tax incentives or tax reliefs of the transferred company.[7]

The receiving company is required, however, to value the acquired assets and liabilities, to depreciate the acquired assets and calculate the profits and losses related to the transferred assets and liabilities by taking into account their tax values at the transferring company as at the cut off date of the merger as if the operation had not taken place. Thus, for the tax purposes, individual assets retain their character, bases and holding periods; there is no »step-up« in basis. Thus, in case the transferring company has a substantial amount of depreciable assets that have been fully depreciated that may be a negative factor in assessing the transaction.[8]

3. Tax considerations of the shareholders of the transferring company (“Shareholders A”):

Pursuant to the provision of Article 49 of the CITA, the allotment of securities representing the capital of the receiving company (company B) in exchange for securities representing the capital of the transferring company (company A) in itself does not give rise to any taxation of the profits or losses of the shareholder. This benefit, however, may only be granted, if the shareholder is a resident of Slovenia or if he holds securities of the transferring company and of the receiving company through a business unit located in Slovenia. In addition to this, this benefit applies only in case no additional cash-payments have been made. In case of additional cash payments the shareholder is subject to tax in proportion to such payments; while the pro rata profit or loss is added to the cash payment and the fair value of the securities of the receiving company.

As further specified by Article 94 of the Personal Income Tax Act (PITA)[9] in case of mergers the taxation of capital gains of the individuals may also be deferred. In such case, the date of acquisition of exchanged shares of the transferring company (company A) is considered to be the time of acquisition of the newly acquired capital (for the tax purposes).  Practical importance of such legal presumption may be substantial, since it may amount to longer holding period and subsequently to lower taxation of capital gains of individuals.[10] Deferral may be granted on the basis of the notification of the Tax Administration. The notification needs to be submitted for the shareholder (individuals) by the transferring or receiving company.[11]

It may also be noted, that due to the exchange rate, the overall percentage share of individual shareholder in the capital of the receiving company may be reduced as a consequence of the merger. While this fact in itself does not have any direct tax consequences, it may in some particular cases result in important tax considerations in the sphere of application of the provisions of national taxation legislation or Double Taxation Treaties that require ownership of the qualified share in the capital as a pre-condition to granting certain benefits under such provisions (e.g. rules on hidden profits distribution, international aspects of taxation of dividends etc.).

4. Tax considerations of the shareholders of the receiving company (“Shareholders B”):

As a consequence of the transaction, the overall percentage share of existing shareholders in the capital of the receiving company will be reduced. As is the case with the shareholders of the transferring company, this in itself does not have any direct tax consequences. However, the reduced share in the capital of the company may lead to not satisfying the required thresholds under the relevant provisions of national legislation or particular Double Taxation Agreements (in order to be eligible for certain benefits, e.g. reduced tax rate).

Conclusion

As it has been shown, M&A in Slovenia have important tax implications. Relevant tax considerations may also differ, depending the perspective of each of the participants of the transaction (each of the companies, or their shareholders). In order to avoid any subsequent “unpleasant surprises” or unnecessary additional costs, it is recommended that such tax considerations are taken into account and thoroughly analysed when deciding on whether to proceed with any proposed corporate transaction, in particular M&A.

Contact: ivo.grlica@odilaw.com

______________________________________________________________________________________

[1] See also David Burton, Anne Levin-Nussbaum, Tax Considerations in M&A Transactions, p. 3, available on http://cdn.akingump.com/images/content/5/2/v4/5297/Akin-Gump-Tax-Considerations-in-MA-Transactions.pdf    (9.4.2015).

[2] Companies Act, “Zakon o gospodarskih družbah” (ZGD-1), Official Gazette of the Republic of Slovenia No. 42/2006 with subsequent changes. Available at: http://www.pisrs.si/Pis.web/pregledPredpisa?id=ZAKO4291 (9.4.2015).

[3] Corporate Income Tax Act, “Zakon o davku od dohodkov pravnih oseb” (ZDDPO-2), Official Gazette of the Republic of Slovenia No. 117/06 with subsequent changes. Available at: http://www.pisrs.si/Pis.web/pregledPredpisa?id=ZAKO4687 (9.4.2015).

[4] Tax Procedure Act, “Zakon o davčnem postopku” (ZDavP-2), Official gazette of the Republic of Slovenia No. 117/06 with subsequent changes. Available at: http://www.pisrs.si/Pis.web/pregledPredpisa?id=ZAKO4703 (9.4.2015).

[5] Under the provision of Article 381 of the TPA, the submitting company should also enclose written consent of the other engaged company to the submitted notification.

[6] For the scope of information and documentation that needs to be submitted to the Tax Administration, see Article 381 of the TPA.

[7] For additional tax considerations of M&A in Slovenia, see also Marijan Kocbek, Nekateri davčni vidiki pri združitvah gospodarskih družb, Podjetje in Delo 1/2001/XXVII, str. 53-60.

[8] See David Burton, Anne Levin-Nussbaum, see above.

[9] Personal Income Tax Act, “Zakon o dohodnini” (ZDoh-2), Official Gazette of the Republic of Slovenia, no. 117/06 with subsequent changes. Available at: http://www.pisrs.si/Pis.web/pregledPredpisa?sop=2006-01-5013 (9.4.2015).

[10] Under the provisions of PITA, capital gains of individuals are subject to a tax rate of 25%. This rate is reduced by 10 percentage points after first five years and then by five percentage points for each subsequent five years the asset is held. Thus, capital gain is exempt in total once the asset is held for more than 20 years.

[11] To further explore these tax considerations, see also Explanation of Slovenian Tax Administration No. 4210-432/2008 of 30.11.2007.

Photo credit:  photosteve101 / Foter / CC BY


April 10, 2015


Due to the poor health of its finances, the Slovenian government was obliged to adopt new taxes and provide a new crucial source of income. One of the new taxes, which were imperative for consolidating the government finances, was real estate tax. Looking back it is safe to say, that due the high need for the adoption of this tax the government rushed the tax adoption process. Its result was a new tax, which was effective in terms of the amount of money it would collect but at the same time too vague and too discriminatory to be accepted into actual use.

The real estate tax was passed by the National Assembly in November 2013 after an all night parliamentary session with a 46-6 vote. It was to take effect on January 1st, 2014 as a key piece of government efforts for fiscal consolidation and was bound to replace the existing 4 systems of fees on land, buildings and property. The new tax was expected to collect around 400 million EUR annually, namely 200 million EUR for the government and 200 million EUR for the municipalities. The Prime Minister argued that Slovenia had such a deep fiscal deficit that the only alternative for the adoption of the new tax was a special crisis tax, which never had full government support.

Immediately after passing the real estate tax, the government started preparing its corrections, indirectly admitting its shortcomings. The tax assessment was calculated based on the generalised market value from the real estate registry. In order to achieve a softer introduction, the value base was to be temporary reduced in the first two years of the tax to 80 percent of the value in 2014 and to 90 percent in 2015.

The problem with the generalised market value was that it did not in most cases reflect the actual market value as it was based on obsolete and incorrect data. In addition, the property owners did not have at their disposal any legal instruments against the appraisal methodology, they could only report data errors. The opposition’s proposal to include the possibility to use individual appraisals to challenge the generalised market value was not accepted. The act also introduced the possibility of establishing a lien on the owners’ real estate if they would not meet their tax obligations. Finally, the tax rates themselves were considered by many as too high for a systemic tax that would remain in place for a longer period of time, hurting businesses and rural areas. Homes were envisaged to be taxed at 0.15 percent while empty real estate (including holiday homes) would be taxed at 0.5 percent. A surcharge of 0.25 percentage points would being imposed on residential units whose value exceeded 500.000 EUR. Certain leniency would only be possible for welfare or minimum pension support recipients, who would pay 50 percent less tax, as the handicapped would get a 30 percent reduction. Commercial real estate was to be taxed at a 0.75 percent rate, energy facilities at 0.4 percent and public buildings at 0.5 percent. Farm outbuildings at a 0.3 percent rate, farm land at 0.15 percent and forests at 0.07 percent. Forest reserves, protected forests, barren land, monuments and sacral buildings as well as diplomatic representations, international organisations and EU institutions would not be taxed. On the other hand, owners of illegal buildings would be liable for triple amount of the relevant tax rate.

Due to all of the real estate tax controversies, a petition to initiate a procedure for the review of the constitutionality or legality of the real estate tax law was lodged by a group of deputies of the National Assembly, National Council, Municipality of Koper, the Association of municipalities and towns of Slovenia and the Association of Slovenian municipalities, all of which have, according to the Constitutional Court Act the right to initiate the procedure immediately after the law has been adopted. On 28 March 2014 the Constitutional Court unanimously annulled the real estate tax act after concluding that parts of the act to be unconstitutional.

The key problem was the real estate appraisal model, based on the 2006 general real estate valuation act. The Court was adamant in ruling, saying that the model was too vague and its modalities, which were set down in executive acts, should instead be passed by the legislator. Further, the court ruled that the majority of revenue from such a tax should go to the municipalities and should not be equally divided between the state and municipalities as this is primarily a local tax. The differentiation of tax rates between commercial real estate and energy buildings was considered discriminatory. The law also failed to provide satisfactory means of appealing the tax in line with the constitutionally-guaranteed right to legal remedies.

All of the dissenting opinions pointed out that the tax itself was not the problem, but that the means with which such a tax was introduced were unacceptable. Such an opinion was specifically expressed by mag. Miroslav Mozetic who also explained that the reason behind annulling the whole law was the fact that, if they were to annul only the disputed provisions, the effect would in the end be the same as the petition was focused on tax base and tax rate, both of which were unconstitutional, rendering the whole law unenforceable. Justice Jan Zobec also had an interesting note that the government is, as long as it is not excessive, relatively free in imposing taxes as no constitutional protection of property applies in this regard.

With the annulment of the law, due to the high necessity of income to the municipalities, the Court restored previous taxes, namely the compensation for the use of the construction land, taxation based on assets, and fee for maintenance of forest roads. However, the underlying problem of inadequate and incorrect data of the real estate registry still lingers. Therefore, without material improvement of the data, any future real estate tax is likely to share the same fate as the last one.

Contact: slovenia@odilaw.com


April 9, 2015


We would like to inform the interested public that the well-regarded legal directory Legal 500 ranked ODI as one of the leading law firms in Slovenia.

Their researchers conduct interviews with clients, industry experts and lawyers. Their rankings are based on legal ability, professional conduct, client service, commercial awareness and commitment to the client. We are delighted to announce that, based on this analysis and client feedback, ODI Law Firm is listed among the top 6 slovenian law firms in the Corporate/M&A category as the only regional law firm headquartered in Slovenia. By this we upgraded from the last year’s classification which is a proof for us that by working hard for our clients you can not only maintain but also improve your position in the market.

We are proud that we are identified and ranked in the Corporate/M&A practice area, which reflects our effort for continuous improvement and shows success in doing so.

Our clients and industry experts note that Uroš Ilić and his team ‘provide a high level of service’.

Congratulations to our team, recognized and ranked by Legal 500.

More information on: http://www.legal500.com/firms/15066-odi-law/offices/20346-ljubljana/lawyers

Contact: slovenia@odilaw.com


April 7, 2015


Within the Ambassadors Club of Slovenia in Belgium presided by Mr. Philippe Suinen, a new Bilateral Chamber of Commerce was launched in Brussels on the 18th of March 2015. The first Chairman of the Belgian Slovenian Chamber of Commerce is Erwin De Deyn, Chief Legal officer and Vice-President at Beaulieu International Group.

At the opening ceremony, a testimony of entrepreneurs from both countries was presented to the audience confirming the already profitable results among Belgian and Slovenian companies. According to the statistical data of the Slovenian Statistical office in 2014 Slovenia exported 250 mio EUR of goods to Belgium whereas Belgium exported to Slovenia 420 mio EUR of goods. A position that the new Bilateral Chamber of Commerce intends to put all its efforts in to grow.

The difference of the Chamber lies in creating concrete business opportunities for entrepreneurs. It will provide tailor made services with a tailor made approach for each entrepreneur. Annually it will organize a major economic event to gather Belgian and Slovenian entrepreneurs to conclude new business contracts between the two countries.

Ambassadors Club of Slovenia is promoting mutual cooperation for sustainable economic and social development. Ambassadors club provides support to Slovenian companies wishing to enter the Belgian market and to Belgian companies that desire to know more about the Slovenian market and companies.

Contact: slovenia@odilaw.com


April 2, 2015


We would like to inform all interested public that our offices will be closed during Easter holidays.

Please note that our ODI Slovenia and ODI Croatia offices will be closed on Monday, the 6th of April.

Our ODI Serbia and ODI Macedonia offices will be closed on Friday, the 10th and Monday, the 13th of April.

ODI team would like to wish all of you a happy Easter.

Contact: slovenia@odilaw.com


April 1, 2015


Fourth Regional Conference of Businessmen, organized by the media from six countries from ex-Yu region (Finance (Slovenia), Kapital (Macedonia), Privredni vjesnik (Croatia), Novi magazin (Serbia), Oslobođenje (Bosnia and Herzegovina) and Vijesti (Montenegro)) within regional project and regional business club Biznis plus, took place in Belgrade on 26 March 2015 in hotel Crowne Plaza.

Prime Minister of the Republic of Serbia Aleksandar Vučić initiated the Conference and in his speech emphasised the importance of economic integration of the region to allow joint appearance on the market which would provide better competitiveness. Besides Prime Minister Vučić, several Serbian Government ministers attended the Conference including Minister of Economy Željko Sertić, Minister of trade, Tourism and Telecommunications Rasim Ljajić, Minister of Mining and Energy Aleksandar Antić, as well as Turkish Minister of trade and customs Nuretin Canikli.

The Conference program consisted of six panels which included the most successful businessmen in the region presenting their vision of the possibilities for economic progress in the region in the field of civil engineering, energy sector, agribusiness and human resource management. Some of the most notable panellists were Minča Jordanov, majority shareholder of ironworks Makstil, owner of the civil engineering company Beton, winery Stobi, metallurgical company Fakom i hospital Remedika, Janez Škrabec, director  of one of the most profitable Slovenian companies Riko, Enzo Smekar, managing director of strategic business Atlantic group and board member of Droga Kolinska, Ante Todorić, executive vice-president for retail and supervisory board president of Mercator, as well as many others. Besides named panellists, this Conference gathered more than 200 directors, presidents and board members and owners of some of the most successful companies, as well as less successful businessmen, who had the opportunity to exchange opinions regarding developments mechanisms in regional companies business.

Partner Miloš Čurović attended the Conference on behalf of ODI Serbia.

Contact: serbia@odilaw.com


March 25, 2015


Last month, the Agency for Communication Networks and Services of the Republic of Slovenia (hereafter Akos), which regulates and oversees the electronic communications market, issued a press release in which they revealed the results of supervision[i] of two Slovenia’s largest players in communication service market. Results of the supervision showed that both companies, Telekom Slovenije and Si.mobil, were through their online services “Deezer” (Telekom Slovenije) and “Hangar Mapa” (Si.mobil) in breach of article 203 of the Slovenian Electronic communications Act (“Zakon o elektronskih komunikacijah[ii]). Under this provision, the Internet service providers (hereafter ISPs) are prevented from restricting, delaying or slowing internet traffic except in the event they have to solve congestions, preserve security or address spam. Differentiation of quality of Internet traffic as an instrument to discriminate internet services for purely commercial reasons is prohibited. Both of the above companies were given 60 days to stop prioritizing the data in connection with their applications. The decision is the first one in Slovenia of this kind and will therefore serve as a precedence in future cases. Furthermore, the decision confirms that Slovenia is one of the few countries in Europe that adheres to the principle of net neutrality.

The expression of net neutrality originates, as internet itself, from the US. It was coined by Tim Wu in the ground-braking article titled Network neutrality Broadband discrimination[iii], where he explained the importance of the internet regulation. According to basic economic theory, though ISPs’ long term interests coincide with the interests of the society at large, ISPs may pay more attention to their short term interest.[iv] On that basis he argues that the government regulation of net neutrality is necessary to achieve a competitive and innovation-driven environment in the context of internet. This argument assumes that, if left unregulated, large ISPs will create a two-tier system that will funnel internet traffic into fast and slow lanes. Only the richest companies will be able to pay the extra tolls to ensure their online content is accessible though these fast lanes. This would present a great advantage for these companies as it would introduce a higher market entry barrier for small but innovative companies, hindering competition. In addition to the positive effects of net neutrality on competition, it is also suggested that since no discrimination regarding data traffic is allowed, the principle upholds freedom of expression, which includes the freedom to seek, receive and impart information and ideas of all kinds.[v]

On the other hand, arguments can also be found against net neutrality. Some suggest that many concerns expressed by net neutrality advocates are misplaced and proposed regulation is likely to actually harm consumer welfare.[vi] One of the drawbacks of the principle is the fact that big online service providers might lose the incentive to invest in infrastructure projects and expand internet coverage. It is also suggested by some that regulation needed for net neutrality could result in a bureaucratically overregulated internet, which would be very different from an innovative, fast-moving, internet we know and strive for.[vii]

By enacting the principle of net neutrality in 2013,[viii] Slovenia became one of the first countries in the world, following Netherlands and Chile, to implement the principle in its law system and remains one of the few countries in the EU that did so. Internet neutrality has not yet been enacted in European Law because the discussion about the principle was opened relatively late, around 2010.[ix]  However, the things began to turn in early 2014, when EU parliament adopted net neutrality as a part of a larger Commission’s proposal to create a single telecommunications market for the entire EU.[x] By amending the original proposal it strengthened net neutrality by giving it a stronger definition.[xi] However, European Union legislative procedure also involves The Council, which did not seem so univocal on that matter. A leaked draft of amendments to the proposal of EU Parliament and Commission revealed that the Italian presidency was pushing to remove the definition of net neutrality because the views of the governments strongly differed.[xii] While some countries like Finland, Slovenia and the Netherlands are pro net neutrality, the UK, for example, stands on the other side and is also supported in its position by Angela Merkel who has already voiced her opinion against net neutrality. One of the reasons why UK is opposing net neutrality so strongly is that it relies heavily on ISPs to filter internet data. The latest and widely debated issue was the so-called “porn filter” where users have to actively opt out of “child friendly” mode in order to access pornographic content.[xiii] The latest proposals made by Latvian presidency of the Council of the European Union, seen by Financial Times would establish the principle of net neutrality, but would still allow telecom groups to manage the flow of internet traffic to ensure the optimal efficiency of the network. It is suggested that the proposed regulation would allow making deals with corporate and individual customers to provide faster internet services although such deals would not be allowed to impair the wider working of the internet in any “material manner”.[xiv]

The topic of net neutrality has been widely discussed in the US as well, where the principle of neutrality of communications was actually introduced much earlier than in the EU. Telecommunication services such as telegrams or phone networks are considered to be “common carriers”, which means they are akin to public utilities and expressly forbidden to give preferential treatment to any of their customers. Common carriers in the US are regulated by the Federal Communications Commission (hereafter FCC) in order to ensure fair pricing and access. The internet, however, was not until recently categorized as a telecommunication service but as an information service and thus the regulation for common carriers did not apply.

In the early 2000s, FCC presented the non-discrimination principles and in 2010 the Open Internet Order.[xv] However, in one of the most prominent cases, where the FCC tried to sanction Verizon for breaching The Order in 2014, the DC Circuit Court ruled[xvi] that FCC has no authority to enforce network neutrality rules. In early 2014, FCC consequently made their proposal on a new set of rules on net neutrality. The original proposal would leave the door open for content creators to pay for a faster service. This would hinder net neutrality although high level of transparency would still be maintained and the “No blocking rule”[xvii] would be implemented. In the process of shaping the proposal, the FCC was accepting comments from the general public and by 10th of September 2014, received almost 4 million submissions, which makes the proposal by far the most commented proposal in agency’s history. The fact that the issue of net neutrality is indeed very important for the market-players and the consumers can be confirmed by following the public discussion involving some prominent figures. President Obama, for example, has already made a statement pushing for net neutrality.[xviii] This position is also strongly supported by influential scholars such as Lawrence Lessig[xix] or activists such as Aaron Swartz and some of the software companies like Microsoft and Google. On the other side, telecommunication companies like Verizon, Comcast, AT&T are doing some heavy lobbying against net neutrality.

Very recently, on 26 February 2015, FCC has reached a 3-2 decision[xx] to implement the proposal of its chairman to regulate the internet under Title II of The Communications Act, which regulates “common carriers”.[xxi] This decision brings internet service under the same type of regulatory regime faced by wireline telephone service, applying the principle of net neutrality. It seems, however, the decision is by no means the end of the story, as AT&T has already suggested it will sue and it is likely that other broadband providers will also join.[xxii]

The recent decision of Akos shows that, while in the rest of the world the academic discussions and lobbying wars are still ongoing, Slovenia has already taken a strong stance in favour of net neutrality. It remains to be seen, however, if this approach will stand against future pressures from the interested stakeholders and whether net neutrality will indeed foster more innovation and competition in the cyberspace.

Contact: slovenia@odilaw.com


[i] Decisions of Akos No. 06101-747/2014-4 and No. 06101-813/2014/4 <http://www.akos-rs.si/files/Telekomunikacije/Medoperaterski_spori_in_nadzor/Postopki_inspekcijskega_nadzora/06101-747-2014-Odlocba-Telekom-Slovenije.pdf>, <http://www.akos-rs.si/files/Telekomunikacije/Medoperaterski_spori_in_nadzor/Postopki_inspekcijskega_nadzora/06101-813-2014-4-odlocba.pdf> accessed 25 February 2015.
[ii] Zakon o elektronskih komunikacijah – ZEKom-1; (Official Gazette, no. 109/12, 31 December 2012 as amended).
[iii] Tim Wu “Network neutrality Broadband discrimination” [2003] 2 Journal on Telecommunications & High Technology Law 141.
[iv] 2002 survey of operator practices conducted for this paper suggests a tendency to favour short-term results; see appendix; Tim Wu “Network neutrality Broadband discrimination” [2003] 2 Journal on Telecommunications & High Technology Law.
[v] Article 19.2. of the United Nations’ International Covenant on Civil and Political Rights 1966 (ICPR); The ERDi papers issue 08, available at: <https://edri.org/files/paper08_netneutrality.pdf> accessed 27 January 2015.
[vi] Gary S. Becker et al. “Net neutrality and Consumer Welfare” [2010] Journal of Competition Law & Economics, 6(3), 497.
[vii] Open forum Academy “Net Neutrality in the EU – Country factsheets” (September 2013), <http://www.openforumacademy.org/library/ofa-research/OFA%20Net%20Neutrality%20in%20the%20EU%20-%20Country%20Factsheets%2020130905.pdf > accessed 27 January 2015.
[viii] It was enacted in article 203 of Electronic Communications Act that has been in force from 4 January 2013.
[ix] BEREC response to the European Commission’s consultation on the open Internet and net neutrality in Europe, (30 September 2010) <http://berec.europa.eu/doc/berec/bor_10_42.pdf> accessed 26 January 2015.
[x] European Parliament legislative Resolution of 3 April 2014 on the proposal for a regulation of the European Parliament and of the Council laying down measures concerning the European single market for electronic communications and to achieve a Connected Continent, and amending Directives 2002/20/EC, 2002/21/EC, 2002/22/EC, and Regulations (EC) No 1211/2009 and (EU) No 531/2012 <http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//TEXT+TA+P7-TA-2014-0281+0+DOC+XML+V0//EN> accessed 26 January 2015.
[xi] Amendment 234 and 241 Proposal for a regulation, Article 2, para 2, point 12a, ‘net neutrality’ means the principle according to which all internet traffic is treated equally, without discrimination, restriction or interference, independently of its sender, recipient, type, content, device, service or application. <http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//TEXT+TA+P7-TA-2014-0281+0+DOC+XML+V0//EN> accessed 2 February 2015.
[xii] “Italian EU presidency puts net neutrality on hold” (25 November 2014). <http://blogs.wsj.com/brussels/2014/11/25/italian-eu-presidency-puts-net-neutrality-on-hold/> accessed 26 January 2015.
[xiii] “Sky to Block pornography by default to protect children”  accessed 20 January 2015. <http://www.bbc.com/news/technology-30896813> accessed 27 January 2015.
[xiv] Proposals on European net neutrality open ‘two-speed’ internet, accessed 3 March 2015.<http://www.ft.com/cms/s/0/5688747c-c192-11e4-bd24-00144feab7de.html#axzz3Tc7lgtVM> accessed 4 March 2015.
[xv] Federal Communications Comission Report and Order [FCC 10-201], (21 December 2010), <https://apps.fcc.gov/edocs_public/attachmatch/FCC-10-201A1_Rcd.pdf> accessed 29 January 2015.
[xvi] Verizon v. FCC, No. 11-1355 (D.C. Cir.).
[xvii] The rule prohibits any Internet service company from outright blocking lawful content for any reason. This would prevent an Internet service provider from, for example, blocking the sites of their competitors.
[xviii] Obama’s speech regarding Net neutrality, <http://www.whitehouse.gov/net-neutrality> accessed 25 January 2015.
[xix] Lawrence Lessig “Neutral Networks Work” (17 April 2008), <https://www.youtube.com/watch?v=_mYbYG-nXVA> accessed 26 January 2015.
[xx] Press release available here: <http://www.fcc.gov/document/fcc-adopts-strong-sustainable-rules-protect-open-internet> accessed 2 March 2015.
[xxi] The Communications Act of 1934, [47 U.S.C. § 151 et seq].
[xxii] Net neutrality a reality: FCC votes to bring Internet under utility-style rules (26 February 2015) <http://www.cnet.com/news/net-neutrality-a-reality-fcc-votes-to-bring-internet-under-utility-style-rules/> accessed 2 February 2015.


March 16, 2015


On the 21st and 22nd of March the 8th Belgrade Open Pre-Moot will take place. Aleksa Anđelković, senior associate at ODI Serbia, will be one of the arbitrators at this year’s annual Willem C. Vis International Commercial Arbitration Pre-Moot at Belgrade Faculty of Law. The arbitrators are selected from both biggest law offices from the commercial law field and from the academia, law faculties from all around the globe.

Willem C. Vis International Commercial Arbitration Pre Moot is the biggest pre moot event not only in the Adriatic region but also Europe wide. More than 67 teams from 32 countries will participate in this year’s pre moot.

As of 2008, the University of Belgrade Faculty of Law organizes the Belgrade Open Pre-moot competition in cooperation with the GIZ Open Regional Fund, Foreign-Trade Arbitration Court attached to the Serbian Chamber of Commerce, Belgrade City Hall and a number of renowned law firms as a preparation for the Willem C. Vis International Commercial Arbitration Moot. As of 2012, the German Institution of Arbitration – DIS is part of the Belgrade Open Pre-moot organizing board.

Contact: serbia@odilaw.com


March 13, 2015


We are delighted to inform the public that based on independent professional assessment of legal professionals of the widely recognized publication Chambers Global 2015, ODI Law Firm was listed amongst 5 recommended law firms in the field of corporate and commercial law based on its past achievements and results, whereas mag. Uroš Ilić, attorney specialist for corporate and insolvency law, was listed amongst notable leading practitioners and also ranked in band 2 in the field of corporate and commercial law.

We are pleased that year by year we are noticed and also promoted in this category with strong competition and still able to confirm our market position with our effort, experience and handling important cases. Chambers Global covers over 190 countries across the world and has been ranking the best law firms and lawyers since 1990. It has gained a reputation of a well established editorial team and is appreciated by the prominent law individuals all over the world.

We thank our clients for their trust in our firm. We highlight hereunder some opinions about our Founding and Managing Partner.

Founding partner Uroš Ilić is a highly regarded corporate lawyer with notable expertise in insolvency proceedings. Interviewees consider him “brilliant and highly energetic,” and respect him for “his knowledge and communication skills” and his “excellent abilities as a team leader.” His extensive recent caseload includes acting for prominent international banks on financing and restructuring matters in Slovenia.

Contact: slovenia@odilaw.com


March 9, 2015


On the premises of Telekom Srbija, a public opening of bids was held within the public procurement for the management consulting service provided by an advisor in the form of professional assistance in establishing a proposal for the privatization model of Telekom Srbija. Only one company submitted a bid – Lazard Freres SAS (Paris, France).

Upon bid opening, the commission established that the bid had been timely delivered and that the bidder had submitted all the necessary documents.

Telekom Srbija will make a decision on the acceptability of the bid within a legally prescribed deadline.

The obligations of the advisor in the first phase are to make an evaluation of the Company, an economic and legal analysis, a market analysis, propose privatization models and prepare a privatization schedule and its methodological plan. Upon the completion of the first phase, in case the majority shareholder makes a decision and chooses one of the privatization models, a second phase will begin in which all activities will be coordinated and conducted by the chosen advisor, from publishing an invitation to bid to closing the transaction.

Source: http://www.telekom.rs/telekomeng/Contents/Content8.aspx?sid=1238&id=1239&cid=59242

Contact: serbia@odilaw.com

Back to top