CROATIA Law and Practice Contributed by: Mirna Mišetić, Mišetić & Partners
ship. A change of ownership is impermissible where it infringes media pluralism and diversity, in particular where: • a national-level broadcaster holds more than 25% in another broadcaster at the same or lower level; • a national-level broadcaster holds more than 10% in a publisher of daily newspapers with a circula - tion exceeding 3,000 copies, or simultaneously operates such a newspaper, and vice versa; • a regional or local broadcaster holds more than 30% in another broadcaster operating in the same or a related coverage area; or • a licensed broadcaster holds more than 10% in an advertising sales intermediary, and vice versa. Credit institutions Any person intending to acquire, directly or indirectly, a qualified holding in a credit institution (ie, 10% or more of shares or voting rights) must obtain prior approval. Subsequent increases reaching or exceed - ing 20%, 30% or 50% likewise require prior approval. Under the EU Single Supervisory Mechanism, such approvals are granted by the European Central Bank, following a proposal by the Croatian National Bank. Insurance companies Any person intending to acquire, directly or indirectly, a qualified holding in an insurance undertaking (ie, to reach or exceed 20%, 30% or 50% of the shares or voting rights) or to acquire control must obtain prior approval from the Croatian Financial Services Super - visory Agency (HANFA). Investment firms (capital markets) Pursuant to the Croatian Capital Markets Act, any person intending to acquire, directly or indirectly, a qualified holding in an investment firm (ie, to reach or exceed 10%, 20%, 30% or 50% of the shares or voting rights) or to acquire control must obtain prior approval from HANFA. Other Where a concentration results in a change of licence holder or regulatory status, approval from the compe - tent regulator may be required.
Co-operation between the Croatian Competition Agency and sector regulators is facilitated through co-operation agreements, ensuring co-ordination while preserving the separate competences of each authority. 1.3 Enforcement Authorities Merger control is enforced by the Croatian Competition Agency, unless the transaction falls within the scope of the EU Merger Regulation. The Agency’s decisions may be appealed to the Croatian High Administrative Court. However, in certain sectors, another regulatory authority may have parallel or subsidiary jurisdiction, as outlined in 1.2 Legislation Relating to Particular Sectors . If the thresholds set out in the Competition Act are met, notification is compulsory, without exception. 2.2 Failure to Notify Failure to notify a concentration is classified as a minor infringement, punishable by fines of up to 1% of the infringing party’s group turnover. However, where a non-notified concentration is prohibited (in that it creates or strengthens a dominant position), its implementation constitutes a serious infringement and may result in fines of up to 10% of the group turnover. The Agency may also impose measures necessary to restore effective competition. In practice, fines imposed by the Agency have gener - ally been at the lower end of the statutory range. Deci - sions imposing fines are published publicly. 2.3 Types of Transactions Only transactions that result in a lasting change of control fall under the merger control regime. A change of control may arise from: • the merger of two or more previously independent undertakings or parts of undertakings; or 2. Jurisdiction 2.1 Notification • the acquisition, by one or more undertakings, of direct or indirect control or decisive influence over
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