BOSNIA & HERZEGOVINA Law and Practice Contributed by: Bojana Bošnjak-London and Nebojša Marić, Marić & Co Ltd
11. Activism 11.1 Shareholder Activism
9.5 Directors’ Ability to “Just Say No” There is no specific statutory concept equivalent to a “just say no” defence. The success of a takeover offer primarily depends on shareholder decision-making and applicable voting thresholds.
Shareholder activism is not a dominant feature of the market. Ownership structures are often concentrated, and strategic shareholders typically maintain signifi - cant influence over corporate decisions. 11.2 Aims of Activists Instances of activist campaigns seeking board chang - es, capital restructuring or strategic redirection are limited. 11.3 Interference With Completion There is no established pattern of activist interven - tion affecting the completion of M&A transactions. Transaction risk is more commonly linked to regulatory approvals and shareholder voting thresholds.
10. Litigation 10.1 Frequency of Litigation
Litigation related to mergers and acquisitions is uncommon in Bosnia and Herzegovina. When dis - putes do arise, it is typical for the parties to agree to resolve them through foreign arbitration. 10.2 Stage of Deal When M&A litigation occurs, it usually takes place Disputes arising from M&A transactions are relatively infrequent. When they occur, they typically relate to post-closing price adjustment mechanisms, represen - tations and warranties, indemnity and escrow arrange - ments or interpretation of conditions precedent. Arbi - tration clauses are commonly included in transaction documents, and disputes are often resolved through arbitration or negotiated settlements. Recent prac - tice reflects increased attention to detailed drafting of risk-allocation provisions and regulatory co-operation obligations. within one to two years after closing. 10.3 “Broken-Deal” Disputes
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