CROATIA Trends and Developments Contributed by: Mirna Mišetić, Mišetić & Partners
In Croatia, the legal framework currently provides no obvious way to capture such transactions. The mat - ter has not yet translated into concrete legislative proposals, but it does feature in policy discussions, particularly in light of developments at EU level and the growing relevance of digital and innovation-driven sectors. Whether and how the Croatian regime should respond remains an open question. Should Croatia adopt a call-in power? Closely related to the turnover threshold debate is the question of whether the Croatian Competition Agency should be empowered to review concentrations that fall below the statutory thresholds but raise plausible competition concerns – a so-called call-in or referral power. The EU-level context here is well known. For some years, the European Commission relied on referrals under Article 22 of the EU Merger Regulation as a means of capturing below-threshold transactions of EU-wide significance. The Court of Justice’s judgment in Illumina / Grail , however, clarified that such referrals are not available where the referring national authority itself lacks jurisdiction under domestic law. As a result, Article 22 referrals can no longer serve as a standalone route for capturing below-threshold transactions: a national authority wishing to refer such a case to the Commission must first have jurisdiction over it under its own domestic merger control rules. A number of member states, including Italy (since 2022) and Ireland (since 2023), have introduced national call-in mechanisms allowing their competition authori - ties to require notification of, and review, transactions falling below the statutory turnover thresholds. These domestic powers also provide a jurisdictional basis from which transactions may, where appropriate, be referred to the European Commission under Article 22 of the EU Merger Regulation. Croatia has not yet taken this step. The Croatian position As matters stand, the Competition Act offers no gen - eral mechanism to review or refer transactions that do not meet the turnover thresholds. The question of whether a call-in power should be introduced has surfaced in policy discussions, particularly in the con -
text of potential killer acquisitions and the possibility of transactions affecting nascent markets. These dis - cussions remain exploratory, and no formal legislative proposal is in the pipeline. Any future Croatian call-in regime would, however, need to navigate a number of design choices that are particularly delicate in a small jurisdiction. The condi - tions triggering a call-in would need to be defined with sufficient precision to safeguard legal certainty; clear time limits would be needed, to avoid open-ended exposure for transaction parties; and the practical capacity of the authority to handle additional case - load, especially in technically complex transactions, would need to be carefully considered. In a system that prizes administrative efficiency, the addition of a discretionary jurisdictional tool would be a meaningful structural change. For now, the call-in debate is best understood as a strand of policy thinking rather than an imminent reform. Its prominence, however, reflects a broader unease with the idea that competitively significant transactions might slip through the merger control net simply because their formal turnover footprint is small. The media reform has landed: a unified framework for pluralism and competition Croatia has now adopted the legislation implementing Regulation (EU) 2024/1083 (the European Media Free - dom Act). The Act was published in Official Gazette No 27/2026 and became applicable as of 26 March 2026, replacing a patchwork of fragmented rules with a single, more coherent framework. The previous regime had grown unwieldy. Some media transactions, particularly those involving print publish - ers, had to be notified to the competition authority regardless of turnover, while electronic media opera - tors were governed by a parallel set of obligations under sector-specific legislation. The new Act consolidates this landscape in two important ways. First, the special notification rules applicable to print media publishers have been abol - ished: media concentrations now follow the general thresholds applicable under the Competition Act, bringing predictability and consistency in line with oth -
144 CHAMBERS.COM
Powered by FlippingBook