CROATIA Law and Practice Contributed by: Iva Basarić, Marija Gregorić and Matija Skender, Babic & Partners
6. Antitrust/Competition 6.1 Applicable Regulator and Process Overview Croatia has a merger control regime that is governed by the Croatian Competition Act, and which prohibits any concentration of undertakings that may signifi - cantly restrict competition – in particular by strength - ening an existing or creating a new dominant position in the relevant market. Croatian merger control rules follow the key principles of the EU merger control regime as governed by the EU Merger Regulation (139/2004). In addition, the Croatian Competition Act expressly provides that in the case of gaps or uncer - tainties in the interpretation of Croatian competition laws, the criteria set forth by the rules of EU competi - tion laws will be applied as appropriate. The relevant authority is the Croatian Competition Agency (CCA). Definition of a Concentration The regime applies to a concentration of undertakings, that is, the change of control of an undertaking on a lasting basis by merger by acquisition, or by merger by forming a new company; or by acquisition of direct/ indirect control or the controlling influence of one or more undertakings over one or more other undertak - ings or parts thereof by way of acquisition of a majority shareholding or a majority of the voting rights; or by other means in accordance with the provisions of the Croatian Companies Act and other laws. The creation of a full-function joint venture is also considered as a concentration. The Croatian Competition Act exempts internal re-organisations from the duty to notify. Merger Control Thresholds Under the Croatian Competition Act, a concentration (including an FDI) is notifiable to the CCA if the follow - ing thresholds are cumulatively met: • the combined worldwide annual turnover of all the undertakings concerned was at least EUR132.72 million in the financial year preceding the concen - tration, and at least one undertaking that is party to the concentration has a seat or a branch office in Croatia; and • the aggregate national turnover in Croatia in the preceding financial year of each of at least two of
defined in detail by relevant laws and regulations. The prospectus must be approved by HANFA and subse - quently published, subject again to certain exceptions
to the publication rule. Trading in Securities
Trading in securities as a permanent activity may be performed only by dealers authorised by HANFA or the Croatian National Bank, and such authorisation may only be given to investment companies and credit institutions. Organised trading in securities, as well as matching the supply and demand of securities, may only be performed on a regulated market and on an MTF, based on the authorisation of HANFA. The operation of the regulated market in Croatia can be managed only by a stock exchange with its registered office in Croatia. The operation of MTFs may be managed by a stock exchange or an investment company subject to certain conditions. A regulated market consists of a regular market and an official market, which imposes more stringent listing requirements. Croatian laws contain provisions prohibiting insider trading (for insiders as well as other persons who obtain this information without authorisation), market manipulation and providing false information. 5.3 Investment Funds Since Croatia’s accession to the EU on 1 July 2013, investment funds have been governed primarily by the Act on Open-End Investment Funds with a Public Offering and the Alternative Investment Funds Act. Investment funds may be established as open-end investment funds with a public offering (undertakings for the collective investment in transferable securities, or UCITS) or as alternative investment funds (AIFs), with the latter being either open-end or closed-end AIFs. Whereas closed-end AIFs may be established as JSCs or LLCs, open-end investment funds, estab - lished either as UCITS or open-end AIFs, are separate pools of assets without legal personality. Under the wording of the FDI Act, no specific rules or exemptions apply to foreign investors structured as investment funds.
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