CROATIA Law and Practice Contributed by: Iva Basarić, Marija Gregorić and Matija Skender, Babic & Partners
11. Activism 11.1 Shareholder Activism
reasons for which consent can be withheld, but if the Articles are silent on those reasons, the consent may be withheld only if doing so would be in the interest of the target company. 9.4 Directors’ Duties General rules apply to directors’ duties when enacting defensive measures. 9.5 Directors’ Ability to “Just Say No” Directors of the target company are not able to pre - vent the deal from occurring, but to a certain extent they may be able to influence the shareholders exam - ining the takeover offer to decide against accepting an offer by voicing their concerns with the transaction in the opinion that the management is required to issue on the takeover offer (see 8.1 Principal Director’s Duties ). Litigation is rather rare in Croatia in connection with M&A deals (please also see 3.1 Significant Court Decisions or Legal Developments ). 10.2 Stage of Deal Disputes related to M&A transactions (which would most typically be decided in arbitration rather than litigation, so the decisions are commonly not publicly available) would primarily be brought after the closing, most likely in connection with breaches of particular provisions of the SPA. 10.3 “Broken-Deal” Disputes Broken-deal disputes are not frequent in Croatia and there is no significant case law in this area. 10. Litigation 10.1 Frequency of Litigation
Traditionally, shareholders in Croatia were generally rather passive, but in recent years the market has seen a number of associations of minority sharehold - ers of different local companies. The association that probably gained most visibility in the media was the association of minority shareholders of Agrokor, the local giant whose insolvency was dealt with in a spe - cial insolvency procedure designed immediately prior to the initiation of the insolvency proceedings. The association of minority shareholders actively tried to abolish the new legislation that put the new insolvency proceedings in place. It was mostly not successful in its endeavours, but it did raise awareness of share- holder activism as a means of protection for all share - holders, including minority shareholders. 11.2 Aims of Activists So far activists have predominantly not focused on encouraging companies to enter into M&A transac - tions or similar. Rather, activism has focused primarily on protecting the interests of minority shareholders, although often with not much success. Another area where shareholder activism has gained more traction
is the issue of the payment of dividends. 11.3 Interference With Completion
Shareholder activists rarely seek to interfere with the completion of announced transactions in Croatia.
370 CHAMBERS.COM
Powered by FlippingBook