CROATIA Law and Practice Contributed by: Mirna Mišetić, Mišetić & Partners
The notification must be signed by the notifying undertaking or its legal representative, and must be accompanied by: • an original or certified copy of the final or most recent transaction documents; • copies of the financial statements of the undertak - ings concerned for the financial year preceding the transaction; and • extracts from the relevant commercial registers for the undertakings concerned. Possible documents prepared by/for an officer or director discussing the competitive effect of the trans - action must also be submitted. In addition, it is advis - able to include organisational charts illustrating the group structure. Documents drawn up in a foreign language must be translated into Croatian by a certified translator. The requirements for the authentication of documents issued by public authorities, such as the need for an apostille, depend on the applicable bilateral agree - ments between Croatia and the issuing state. 3.6 Penalties/Consequences of Incomplete or Inaccurate Notification There are no specific penalties for submitting an incomplete notification as such. However, until the filing is complete, the Agency will not confirm its completeness nor adopt a decision, meaning that the transaction cannot be implemented due to the stand - still obligation. In addition, the Agency may reopen the proceedings if its decision was based on incomplete, inaccurate or misleading information. The submission of incorrect or false information con - stitutes a minor infringement and may result in fines of up to 1% of the infringing party’s group turnover. In addition, the provision of incomplete or misleading information may give rise to the reopening of admin - istrative proceedings, in accordance with the general rules applicable to such proceedings. 3.7 Review Process The review process consists of a Phase I and, where applicable, a Phase II investigation. Phase I lasts 30 days from the date on which the notification becomes
complete, which is the date on which the notifying parties have submitted all information and documents requested by the Agency. The Agency subsequently issues a confirmation of completeness reflecting that date. If the Agency does not initiate Phase II proceed - ings within this 30-day period, the concentration is deemed cleared by operation of law. Where an in-depth Phase II investigation is opened, the Agency must adopt a decision within three months. This deadline may be extended by a further three months where additional expert assessments or analyses are required, provided that the parties are informed before the original deadline expires. In addi - tion, the Phase II deadline is suspended while the par - ties prepare and submit proposed remedies, for which a period of up to 30 days is available. Accordingly, while most transactions are cleared with - in 30 days, the overall review period may be signifi - cantly longer in complex cases. 3.8 Pre-Notification Discussions With Authorities Pre-notification discussions with the Agency are not formally regulated and are not common in straightfor - ward cases. However, the parties may request such discussions, and the Agency is generally receptive to engaging on a confidential basis, particularly in more complex transactions. In practice, pre-notification contacts are therefore useful in complex cases, but they are typically unnecessary for non-problematic concentrations. 3.9 Requests for Information During the Review Process Requests for information are a common feature of the review process, and their scope depends largely on the complexity of the transaction and the quality of the initial filing. In practice, it is usual for the notifying parties to receive at least one round of questions. The Agency seeks to manage the process efficiently and, as a matter of practice, aims not to allow more than one month to pass without either issuing requests for clarification or confirming that the notification is complete.
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