CROATIA Law and Practice Contributed by: Iva Basarić, Marija Gregorić and Matija Skender, Babic & Partners
Other Merger Control Regimes Investments in Croatia may also meet the thresholds for review under other merger control regimes, includ - ing the EU merger control regime and national merger control regimes for special sectors such as the media, electronic communications, credit institutions, insur - ance and investment activities (as discussed in 8.1 Other Regimes ). 6.2 Criteria for Antitrust/Competition Review When conducting a substantive review of a concen - tration, the CCA performs a counterfactual analysis comparing the competitive conditions that would result from the concentration with the conditions that would have prevailed without the concentration. The CCA assesses the effects of the concentration on the relevant market and the existence of possible barri - ers to entry, in particular when the concentration is creating a new, or strengthening an existing, dominant position of a party to the concentration. When assessing the effects of the concentration on the relevant market, the CCA will take into account: • the structure of the relevant market, existing and potential future competitors, the structure and choice of offer and demand, market trends, prices, risks and economic, legal and other barriers to entry; • the market position, market shares, economic and financial power of undertakings in the relevant mar - ket, degree of competition and alternative sources of supply resulting from the concentration; and • the effects of the concentration on other undertak - ings or consumers. 6.3 Remedies and Commitments The CCA has the power to impose all the neces - sary behavioural and structural measures required to restore effective competition in the relevant mar - ket, as well as the deadlines for implementation of the imposed measures. In particular, the CCA has the power to order the transfer or divestment of acquired shares or stock, as well as to prohibit or restrict the exercise of voting rights related to shares or stock in undertakings that are parties to the concentration, or to order the joint venture or other forms of acquisition of control to be dissolved.
the undertakings concerned was at least EUR13.23 million. As an expectation, transactions in the media sector must be notified regardless of whether the aforemen - tioned thresholds have been reached, provided that the acquirer is also a media company. Also, if the acquisition of electronic communications operators does not meet the foregoing thresholds, the transac - tion will not need to be notified to the CCA, but will still need to be notified to and cleared by the Croatian Regulatory Authority for Network Industries ( Hrvatska regulatorna agencija za mrežne djelatnosti HAKOM) if the transaction involves operators with significant market power, or operators that are licensed to use the radio frequency spectrum over Croatian territory. Procedure and clearance Once the CCA receives a merger notification, it pub - lishes a notice on its website inviting all interested par - ties to provide written opinions and objections about the notified concentration within a deadline set by the CCA (which cannot be less than eight or longer than 15 days). The CCA must conclude its Phase I inves - tigation within 30 days from the date of receipt of the complete notification. The CCA will provide a written confirmation of complete notification, and the Phase I review period will start running from the date of such confirmation. If the CCA does not adopt a decision on the commencement of the Phase II investigation, the notified concentration will be presumed approved. In such case, the CCA will deliver a confirmation of the cleared concentration to the notifying party and will publish such confirmation on the CCA’s website. On the other hand, if the CCA finds that the concentration may give rise to an appreciable effect on competition in the relevant market, the CCA will take a decision on the commencement of the Phase II investigation. The Phase II process must generally be completed (either by an unconditional or conditional clearance decision, prohibition decision or a remedial decision after imple - mentation of a prohibited concentration) within three months from the CCA’s decision on the commence - ment of Phase II proceedings, with the possibility for the CCA to extend this deadline for an additional three months.
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