BOSNIA & HERZEGOVINA Law and Practice Contributed by: Bojana Bošnjak-London and Ezmana Turković, Marić & Co
whom such property has been granted for use, sold or transferred. 3.2 Significant Changes to Takeover Law The process for mandatory takeovers in Bosnia and Herzegovina is regulated separately at the entity and district levels, resulting in three dis - tinct takeover laws: • Takeover Law of the Federation of Bosnia and Herzegovina (Official Gazette of FBH No 77/2015); • Takeover Law of Republika Srpska (Official Gazette of RS No 65/2008, 92/2009, 59/2013 and 19/2019); and • Takeover Law of Brčko District (Official Gazette of BD No 32/2019). There have not been any significant changes to the takeover laws in Bosnia and Herzegovina in the last three years. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies The Bosnia and Herzegovina stock market is not highly developed, mostly due to the very low number of joint stock companies and low levels of trading. As a result, it is not customary for stakebuilding strategies to be implemented. When they are implemented, they allow the bid - der to gain a strategic position and potentially influence the target company’s decisions before making a formal offer. 4.2 Material Shareholding Disclosure Threshold Investors are required to disclose their holdings once they acquire 5% or more of a company’s shares, as well as upon exceeding or falling below certain thresholds (eg, 10%, 20%, 25%,
33%, 50% and 66.6% of voting rights). Acquisi - tion of a controlling stake (25% or more in the Federation of Bosnia and Herzegovina or 30% or more in Republika Srpska) triggers an obligation to publish a mandatory takeover bid. 4.3 Hurdles to Stakebuilding Reporting and mandatory takeover bid thresh - olds are regulated by the applicable entity laws and therefore are not subject to separate regu - lation by the companies. There are strict pro - hibitions against trading based on non-public, material information, and insider trading. Further, share acquisitions must not involve deceptive Bosnia and Herzegovina’s regulatory environ - ment for derivatives is still evolving. The country has been working towards aligning its financial regulations with European Union standards, including aspects related to derivatives trading. However, comprehensive and specific regu - lations governing derivatives are not yet fully established. 4.5 Filing/Reporting Obligations There is no applicable information in this juris - diction. 4.6 Transparency practices or market manipulation. 4.4 Dealings in Derivatives In Bosnia and Herzegovina, shareholders acquir - ing significant stakes in a company are subject to specific disclosure requirements, particularly when their holdings reach certain thresholds. While these regulations mandate the disclosure of share ownership, they do not explicitly require shareholders to declare the purpose of their acquisition or their intentions regarding control of the company.
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