Regulatory Barriers to Corporate Restructuring Through Disposition of Major Assets - A Serbian Perspective

Abstract

This article contains a critical analysis of the existing Serbian legal provisions that limit the possibility of a major asset disposition as a way of restructuring companies. In this regard, the authors have identified three main problems affecting such asset deals in Serbia, which can be considered regulatory barriers to this type of restructuring. The three problems are: the specific regulation of necessary shareholder approval and appraisal rights, the unavoidable assumption of liabilities by the purchaser (the buyer or the transferee) and the inadequate implementation of the EU Transfer of Undertakings Directive concerning employee protection. The solutions adopted in Serbian law are analyzed using a comparative approach, especially based on the rules adopted in Europe, including South-East Europe and the U.S. as a reference. It is interesting to show how different influences from these other jurisdictions have led to the specific (unique) development of the Serbian regulation with regard to dispositions of major assets. The ultimate goal of the present article is to examine the possibility and the need for harmonization of these issues on the regional (supranational) level.