Chambers and Partners Corporate M&A 2025 Guide: Serbia

The chapter on Serbia in the Corporate M&A 2025 guide by Chambers and Partners highlights a stable and strategically active M&A market, despite global economic and geopolitical headwinds. Serbia continues to attract foreign direct investment – EUR 5.2 billion in 2024 – and sees the most activity in the IT (notably fintech), life sciences and energy sectors, with mining, especially lithium, emerging as a key area following a court decision reinstating Rio Tinto’s Jadar project. Share deals remain the dominant transaction structure due to their efficiency, while asset deals are used for targeted acquisitions. The legal and regulatory framework, overseen by bodies such as the Competition Protection Commission and the Securities Exchange Commission, supports investor access and transparency, with merger control thresholds applying to both domestic and cross-border deals. Employment implications vary by deal type while legal reforms, particularly in energy and mining, are enhancing deal certainty.

The guide also outlines the legal framework governing the negotiation and execution of M&A deals in Serbia. Disclosure requirements vary by company type and listing status, while due diligence practices depend on transaction size and complexity. Directors are subject to clear fiduciary duties and must act in the company’s best interests during takeovers, without the authority to block them outright. Defensive measures are limited, primarily focused on seeking competing bids. Shareholder activism is gradually increasing, especially among minority shareholders in joint stock companies, though its impact on private M&A transactions remains limited. Litigation in M&A is rare, with arbitration commonly used in larger deals and “broken deal” disputes are infrequent despite the greater use of MAC clauses in recent years.

To access the chapter on Serbia as well as the full guide, click here.