Montenegro is preparing to ease shareholder voting rules after governance deadlocks at several major companies highlighted a broader investment risk: minority shareholders can effectively block key corporate decisions simply by staying away.
The Economy Ministry is awaiting an opinion from the European Commission on draft amendments to the Law on Business Organisations that would change how the required two-thirds majority for amendments to company statutes is calculated.
Under current rules, statute changes require support representing two-thirds of all voting shares, including those held by shareholders who do not participate.
The proposed model would instead require two-thirds of votes actually cast, provided shareholders present, represented or voting remotely account for more than 50% of total voting capital.
The change has direct implications for companies including Barska plovidba, Budvanska rivijera and Port of Adria, where fragmented ownership and low shareholder participation can complicate decisions on governance, restructuring and compliance.
At Barska plovidba, meetings have repeatedly failed to approve a new statute despite participation exceeding a simple majority. At one meeting, shareholders representing about 62.4% of the company’s capital were present but the proposal still fell short of the current threshold.
For Montenegro’s capital market, the issue goes beyond meeting procedure.
Companies whose shareholders cannot approve basic governance changes carry a higher execution risk for strategic investors, lenders and potential buyers. Decisions involving board structures, recapitalisation, restructuring, asset sales or future partnerships can become slower and less predictable.
That can feed directly into valuation.
A strategic investor considering a stake in a Montenegrin company will discount an asset if control over capital does not translate reliably into control over corporate decisions.
The risk is particularly relevant for companies where the state remains a major shareholder alongside institutional, strategic and dispersed minority investors.
Budvanska rivijera and Barska plovidba are examples of assets whose long-term value depends not only on operating performance but also on whether shareholders can implement restructuring, attract capital or change governance when required.
The same applies to port infrastructure.
At Port of Adria, the ability of shareholders to approve corporate changes matters for future investment, financing and relations with strategic partners in a sector where infrastructure concessions and long-term capital commitments are central to valuation.
The proposed reform would not remove minority rights to receive meeting notices, vote, appoint representatives or challenge decisions.
Its main effect would be to prevent non-participation from functioning as an automatic veto once shareholders representing more than half of voting capital are involved.
That distinction matters as Montenegro tries to improve its investment climate and align company law with EU standards.
Strong minority protections can make markets more attractive to outside investors. But rules that make basic corporate decisions unusually difficult can have the opposite effect by increasing transaction risk and reducing the practical value of controlling stakes.
The European Commission’s opinion will therefore be closely watched not only as part of accession-related legal alignment but as a signal of how Montenegro intends to balance shareholder protection with investability.
For the market, the question is straightforward.
If a buyer acquires a majority stake but still cannot reliably change a company’s statute or governance because absent shareholders count against the required threshold, that majority is worth less.
Montenegro’s proposed amendment is an attempt to remove that discount without weakening genuine minority protections.
