CROATIA Trends and Developments Contributed by: Mirna Mišetić, Mišetić & Partners
The turnover threshold: reliable tool or outdated filter? The cornerstone of jurisdiction under the Croatian Competition Act remains the turnover test. A concen - tration must be notified where the combined world - wide turnover of the undertakings concerned and the turnover generated in Croatia by at least two of them exceed defined statutory thresholds. The simplicity of this construct is one of its strengths: parties can assess notification requirements at an early stage of deal planning, and the authority can focus its limit - ed resources on transactions with a clear domestic nexus. In practical terms, the system has served the market well. The overwhelming majority of notified transac - tions are cleared in Phase I, and outright prohibitions have not featured in Croatian practice for many years. In a small jurisdiction, where overly broad jurisdiction - al rules could easily become a drag on investment, the predictability of a turnover-based test is a genuine virtue. Why the test is increasingly under scrutiny Despite these advantages, the limitations of relying solely on turnover are becoming harder to ignore. Turnover is, by its nature, a backward-looking metric: it measures revenues that have already been earned, rather than the strategic significance or future com - petitive potential of an undertaking. In sectors char - acterised by high entry barriers, scarce assets or rapidly evolving technologies, turnover may signifi - cantly understate the competitive weight of a target. The mismatch is particularly acute in small or niche markets, where even modest commercial activity can confer a structurally important position. This concern resonates with the broader EU-level debate on “killer acquisitions” – deals in which an incumbent acquires a smaller competitor, often pre- revenue or early-stage, in order to neutralise a poten - tial future challenger. Because the target’s present- day turnover is too modest to trigger jurisdiction, such transactions can fall outside merger control entirely, even though their longer-term effects on competition may be significant. The competitive harm, where it exists, lies not in any immediate overlap but in the suppression of a future competitive dynamic.
Croatian Merger Control in 2026: A Maturing Regime in a Shifting Landscape A compact jurisdiction coming of age Croatian merger control has long been character - ised by two seemingly contradictory features: a legal framework that is highly aligned with EU principles, and a transactional reality shaped by a small national economy. The result is a regime in which a relatively limited number of filings each year nevertheless tend to involve cases of genuine economic substance, rather than purely procedural notifications. Because comparatively high jurisdictional thresholds filter out routine, low-stakes deals, the transactions that do reach the Croatian Competition Agency are typically of real economic significance for the Croatian market. While the underlying statutory framework remains largely unchanged, the way in which the Croatian Competition Agency engages with transactions and the regulatory environment surrounding merger con - trol has developed in noteworthy ways over the past year. The Agency has shown a continued willingness to engage closely with the specific competitive con - text of each transaction and to calibrate its remedies to the actual characteristics of the affected markets. At the same time, the Croatian regulatory landscape into which merger control fits has changed substan - tively: a media reform implementing the European Media Freedom Act has entered into force, and a national foreign investment screening regime is being operationalised. The result is a regime that is more interconnected with parallel regulatory frameworks and more demanding in terms of the analytical work expected of transaction parties. The sections that follow examine four devel - opments that capture this shift: • the ongoing debate over the limits of turnover- based jurisdiction; • the question of whether Croatia should adopt a call-in tool; • the new media concentration framework now in force; and • the Agency’s continued context-sensitive substan - tive analysis, illustrated by two recent cases.
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