CROATIA Law and Practice Contributed by: Mirna Mišetić, Mišetić & Partners
sion of the agreement or the announcement of a public bid, and prior to implementation. However, at the time a bid is announced, it is uncertain whether control will ultimately be acquired. In practice, the Agency has dismissed such notifications on the grounds that the parties were unable to demonstrate a genuine inten - tion to conclude a transaction. In these situations, the practical approach is to refrain from exercising any control if the public bid results in the acquisition of control. In exceptional and justified cases, the Agency may, at the request of the undertakings concerned, grant approval for the early implementation of specific measures relating to a notified concentration, follow - ing an assessment of the associated risks and poten - tial adverse effects on competition and other market participants. Such authorisations are rarely sought in practice, as concentrations that raise no competition concerns are typically cleared swiftly in Phase 1 pro - ceedings. 2.15 Circumstances Where Implementation Before Clearance Is Permitted The Agency may permit closing before clearance in exceptional circumstances, as outlined in 2.14 Excep- tions to Suspensive Effect . The legislation does not provide for the possibility to hold separate businesses or assets in Croatia and implement global closing. 3. Procedure: Notification to Clearance 3.1 Deadlines for Notification There are no specific deadlines within which to notify a concentration. However, the parties must obey the standstill obligation until clearance. 3.2 Type of Agreement Required Prior to Notification A merger notification must be submitted after the con - clusion of the agreement conferring control or decisive influence, and in any event prior to the implementation of the concentration. A notification may also be filed at an earlier stage, before the agreement is signed or the bid is announced, provided that the parties are able to demonstrate a bona fide intention to proceed with the transaction. Such intention may be substantiated by
binding letters of intent or other binding documents evidencing the parties’ commitment to proceed with
the transaction. 3.3 Filing Fees There are currently no filing fees. 3.4 Parties Responsible for Filing
Where a transaction results in the acquisition of con - trol or decisive influence over another undertaking or parts thereof, the notification must be filed by the acquiring party. In all other cases, the undertakings concerned are required to submit a single joint noti - fication. In transactions involving the acquisition of joint control or the establishment of a joint venture, the notification must be filed jointly by all shareholders (both existing and incoming) who will exercise joint control. 3.5 Information Included in a Filing The content and format of the merger notification are governed by the Regulation on the Notification and Assessment of Concentrations. The notification must include detailed information on the transaction, such as: • its economic and strategic rationale; • the undertakings concerned and their group affili - ations; • turnover figures; and • the relevant and affected markets, as well as any other markets that may be materially affected by the transaction. In the case of joint ventures, information on potential co-ordination effects must also be provided. The noti - fying parties may also, on a voluntary basis, describe any efficiencies expected to result from the concen - tration. A simplified notification form is available for transac - tions qualifying for the simplified procedure, which requires less extensive information. This procedure applies where there are no horizontal or vertical over - laps between the undertakings concerned, or where such overlaps exist but the combined market shares remain below 20% in horizontal relationships or below 30% in vertical relationships.
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