Change of ownership in TV Vijesti halted: Temporary measure by the Commercial Court due to dispute over sale of majority stake

Last week, the Commercial Court of Montenegro accepted the request of the founders and minority owners of Television Vijesti and temporarily blocked changes in the company's ownership and management structure, assessing that there are sufficient grounds to preserve the current situation until the dispute over the sale of the majority stake in it is resolved.

The decision of August 12, 2026, issued by Judge Milica Saveljić and delivered to minority owners, prohibited the holding of the Extraordinary Shareholders' Meeting scheduled for September 9, as well as the implementation of decisions that could pave the way for changes in the ownership structure and method of representation of the company.

United Media has a 51 percent stake in Television Vijesti, while the founders of the television and the Media Development Investment Fund (MDIF), together with other minority shareholders who filed this request with the Commercial Court, have about 49 percent.

Relations between owners are regulated not only by the Montenegrin Law on Business Companies and the Company Statute, but also by previously concluded contracts that, among other things, determine the manner in which they can dispose of their shares.

The key to the dispute is the right of first refusal.

In the simplest terms, the right of first refusal means that an owner who wants to sell his share, under the conditions stipulated in the contract, must first enable existing shareholders to buy it under the same conditions before offering it to a third party.

United Media intended to transfer its stake to Adria News, and requested approval from the Agency for Audiovisual Media Services (AMU), as well as for the transfer to be confirmed at an extraordinary shareholders' meeting, including amendments to the statute.

United Media and Adria News are Luxembourg companies owned by the Dutch United Group, meaning that on paper they are related companies. The statute of Televizija Vijesti states that there is no obligation for United Media to first offer its share it wants to sell to other owners if it transfers it to a related company.

However, the founders and minority owners claim that this is just a front, to prevent them from exercising their right to buy out the majority stake and thus preserve their independent editorial policy, because United Group has already announced that it has signed an agreement to sell Adria News to a company owned by the Portuguese fund Alpac Capital, which will come into effect provided that regulators in several countries approve it.

Meanwhile, United Group has placed a dozen media outlets in Serbia, Bosnia and Herzegovina, Croatia and Slovenia under the Adria News umbrella, which it owns, in preparation for the announced sale, and the owner of Alpac Capital, Pedro Vargas David, has requested approval from the Montenegrin Competition Protection Agency to buy a majority stake in Television Vijesti and Daily Press, the publisher of the daily Vijesti and the portal of the same name.

When the co-owner of your house wants to move in with you

"Imagine that you are a co-owner of a house with another person. You have agreed with them that if they ever want to sell their share, you have the right to buy it first. However, that person decides to first 'gift' their share to their brother, so that the next day he can sell that half of the house to a stranger, without anyone asking you anything," said a legal expert at the request of "Vijesti" to explain this situation in detail.

The Commercial Court accepted the minority owners' request and issued a temporary measure prohibiting the holding of an extraordinary session of the Assembly of Members of Televizija Vijesti, issuing a power of attorney to Brent Sadler or anyone else to represent the television in proceedings before the AMU and the Ministry of Culture and Media, especially for actions necessary to obtain consent for a change in the ownership structure.

The court prohibited the companies United Media and Adria News from sending any orders or instructions to the bodies of Television Vijesti regarding the change of ownership or representation before competent authorities, and ordered the Central Register of Business Entities (CRPS) to record this temporary measure in order to prevent any status changes in the register.

The judge ruled that the interim measure will remain in effect until the arbitration proceedings are concluded, provided that the minority shareholders initiate it within 45 days. United Media has the right to appeal the court's decision, which will be decided by the Commercial Court panel.

Judge Saveljić accepted the key legal arguments of the minority owners in her reasoning.

Without a provisional measure, there is a risk of a fait accompli

The position was accepted that the transfer of shares from United Media to Adria News could not be viewed as an isolated transfer to a related party, which would otherwise be permitted by the Statute. Considering the public announcement of the sale of Adria News to the Alpac Capital fund, the court concluded that there was a reasonable doubt that this transfer was only an intermediate step in order to avoid the pre-emptive right of minority shareholders and transfer control of the company to a third party.

The court ruled that United Media, as the owner of a 51% stake, does not have the right to independently issue powers of attorney to third parties, such as Brent Sadler, to represent the company Televizija Vijesti itself, but rather confirmed that such powers belong exclusively to the executive director or the company's bodies in accordance with the Statute, and not directly to the majority owner.

The court accepted the argument that, according to the Law on Companies, the company's Statute is amended by a qualified majority, and that United Media, with its 51% of votes, cannot legally implement the planned amendments introducing the institute of an authorized representative.

The court agreed with the minority owners that continuing the proceedings before the Media Agency (AMU) and registering the changes in the CRPS would create a fait accompli, which would be impossible or extremely difficult to rectify later, even if the minority owners were to win in arbitration.

The position was also accepted that this ban does not disrupt the regular operations of the television station, but only prevents the disputed ownership and management changes until the final decision of the arbitration court.

With this decision, the Commercial Court did not decide who would ultimately own 51 percent of TV Vijesti, nor did it finally determine that the right of first refusal had been violated, but only that there was a risk that, without the intervention of the court, changes would be implemented "whose restoration to the previous state would be significantly more difficult" and that would make the subsequent arbitration decision pointless, and the right of minority owners to be the first to buy the majority share difficult to achieve.

The court also assessed that there was a risk that without an interim measure, the exercise of minority owners' rights would be "thwarted or significantly hindered" and that the continuation of the initiated actions would lead to changes that would render future arbitration proceedings meaningless.

After Vargas David announced in June that he intended to buy media in Montenegro, the minority owners of Vijesti accused him of doing so in agreement with Serbian President Aleksandar Vučić, who allegedly wants to take over the remaining independent media outlets that bother him in that country, as well as in the region, including Vijesti.

Alpac Capital, Vargas David and another co-owner of the fund systematically violated Portuguese regulations on the prevention of money laundering and terrorist financing between 2017 and 2023, culminating in final fines totaling 137.000 euros imposed on them by the local Securities Market Commission.

Vargas David, the majority owner of Euronews and Alpac Capital, often publicly guarantees professional and independent journalism in the media he already owns and wants to buy. However, there are a number of cases that call these claims into question: Hungarian money and connections to Viktor Orbán's circles, the removal of politically sensitive text ahead of elections, privileged and uncritical reporting on authoritarian leaders like Ilham Aliyev, and commercial partnerships with their regimes.

There were also accusations of pressure, censorship, and layoffs at Euronews Serbia.

Ivanovic: Preliminary confirmation of pre-emptive rights

On behalf of the minority owners, one of the founders of Vijesti and the chairman of the board of directors, Željko Ivanović, considered it particularly important that the court accepted the arguments of the minority shareholders that the transfer of shares from United Media to Adria News cannot be viewed separately from the previously announced sale of Adria News to Alpac Capital, "which violates our right of first refusal."

"It is particularly significant to us that the Court took the position that the minority shareholders made it likely that the appointment of Brent Sadler as an authorized representative for proceedings before the Agency for Audiovisual Media Services could lead to a violation of the rights of minority shareholders, including our right of pre-emption," Ivanovic told Vijesti.

He emphasized that "the sale of part of the shares of United Media in 2022 was made under a special legal regime that allows minority shareholders decisive influence on the appointment of management and editorial staff, as well as the aforementioned right of pre-emption."

"We are pleased that the first court decision on this issue is a kind of preliminary confirmation of those rights. And that UM can first offer its 51 percent of shares for sale only to us, the owners of 49 percent of the company. Only if we give up on taking over UM's share, it could offer its share to third parties."

The hopes of Vučić's propaganda will be extinguished.

After it was announced yesterday that Vargas David had become the director of companies that publish media outlets in Serbia that criticize Vučić, even before regulatory approval - although it is not yet clear whether this is legal or not - some media outlets in Montenegro announced in the same report that the "takeover of Vijesti" had begun.

"All the spins of Vučić's propaganda, from RTCG to Borba, are in vain, their hopes that they will take over Vijesti through a controversial tycoon scheme will be extinguished, as we promised our readers and viewers almost a year ago when Vučić embarked on a campaign of conquest. This is not Serbia. After all, Montenegro is on the threshold of the EU, it is not a private state of Vučić, nor Aleksandar or Oskar, so the institutions are doing their job of protecting the law and respecting rights," said Ivanović.