Serbia’s capital market and investors will benefit from clearer rules and stronger protection under the new draft Law on the Takeover of Joint-Stock Companies, which is now fully aligned with the EU Takeover Bids Directive (2004/25/EC). This is an output of the Policy and Legal Advice Centre (PLAC IV) project and its cooperation with the Securities Commission and the Ministry of Finance of the Republic of Serbia, and it represents a significant step forward in regulating Serbia’s capital market. The most important changes include extending the law’s application to all public joint-stock companies in order to safeguard the stability of the capital market and protect shareholders in smaller companies; removing discriminatory exemptions; and eliminating legal gaps which had enabled abuses and led to unequal treatment of market participants. Together, these measures will contribute to a more stable financial system and greater legal certainty for both investors and shareholders themselves.
The project’s activities included an analysis of the compliance of the current Law with EU law; proposals for amendments to the Law were prepared, along with a table of concordance, as well as a draft of a new Rulebook on Takeover Bids with forms for practical application. On the basis of these proposals, the Securities Commission and the Ministry of Finance are tasked with finalizing the text and submitting it into the further legislative procedure. The deadline set for adopting this Law is the fourth quarter of 2026, so that it would enter into force at the beginning of 2027.
Asked about the significance of the new law for citizens and the economy, Prof. Dr. Jovanović highlighted: “The benefit lies in the fact that Serbia will obtain a more detailed and clearer Law on the Takeover of Joint-Stock Companies, which will result in better legal protection for the capital market and investors, and will also facilitate the Commission’s work in the domain regulated by the Law. Until Serbia joins the EU, the rules regarding the Commission’s obligations vis-à-vis the European Securities and Markets Authority (ESMA), the breakthrough rule, and access to the European Single Access Point (ESAP) will not apply.”
PLAC IV is an EU-funded project which provides Serbian institutions with expert legal support in the process of harmonizing legislation with EU law. Through these activities, the project has helped institutions to act proactively within Negotiation Chapter 6 – Company Law and to implement the necessary harmonization of the Law on the Takeover of Joint-Stock Companies. This step constitutes the fulfillment of one of the key measures under this chapter, and also on Serbia’s path toward EU membership. In doing so, it strengthens the capacity to conduct the accession negotiations successfully, while gradually ensuring the introduction of European standards into business practice and everyday life for citizens and businesses.
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