CROATIA Law and Practice Contributed by: Mirna Mišetić, Mišetić & Partners
4.2 Markets Affected by a Transaction The Agency identifies affected markets by reference to the parties’ horizontal and vertical relationships and their respective market shares. Horizontal markets are considered to be affected where two or more parties operate on the same product market and the trans - action results in a combined market share of 15% or more. Vertical markets are considered to be affected where one or more parties operate upstream or down - stream of another party and hold individual or com - bined market shares of at least 25% at either level of the supply chain. In such cases, both the upstream and downstream markets are treated as being affect - ed. In addition, the Agency may examine other markets that may be significantly affected by the transaction, including markets where one party holds a market share exceeding 25% and another party is a poten - tial competitor, holds significant intellectual property rights or operates on a closely related neighbouring market. These thresholds effectively operate as de minimis safe harbours: where the parties’ overlaps fall below the specified market share levels, competitive con - cerns are generally considered unlikely and no affect - The Agency regularly refers to EU competition law principles and case law, particularly decisions and guidance of the European Commission, including market definition practice. Croatian law requires the Agency to apply EU-derived criteria where appropri - ate, especially in cases of legal gaps or interpretative uncertainty. That said, market definition and competitive effects are assessed on a case-by-case basis, taking into account the specific facts of each transaction. 4.4 Competition Concerns In assessing concentrations, the Agency examines whether the transaction is likely to give rise to uni - lateral or co-ordinated effects, particularly through horizontal or vertical relationships between the under - takings concerned. This includes an assessment of ed market analysis is required. 4.3 Reliance on Case Law
Requests for additional information do not formally suspend the statutory review periods; however, the review clock does not start running until the notifica - tion is complete. Accordingly, the time taken by the parties to respond to information requests effectively delays the commencement of Phase I. During Phase II, the review period may be suspended while rem - edies are being prepared and submitted. 3.10 Accelerated Procedure The Croatian merger control regime provides for a simplified procedure based on a short-form notifica - tion, as described in 3.5 Information Included in a Filing . However, there is no fast-track or accelerated review in terms of statutory deadlines, as the Phase I review period of 30 days applies in all cases once the notification becomes complete. While the simplified procedure reduces the scope and level of detail of the information required and typi - cally facilitates an efficient Phase I clearance, it does not shorten the applicable review period. Clearance cannot otherwise be formally expedited, although non-problematic transactions are generally resolved smoothly within Phase I. The Agency applies the “significant impediment to effective competition” (SIEC) test, in line with EU merger control standards. In its assessment, the Agency examines: • the structure of the relevant markets; • the market position and competitive strength of the undertakings concerned; and • the likely effects of the transaction on competition and consumers. Where competition concerns arise, the Agency may approve the concentration subject to remedies. In the media sector, specific statutory rules also apply, as outlined in 1.2 Legislation Relating to Particular Sectors . 4. Substance of the Review 4.1 Substantive Test
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