BOSNIA & HERZEGOVINA Law and Practice Contributed by: Bojana Bošnjak-London and Ezmana Turković, Marić & Co
9.3 Common Defensive Measures There is no applicable information in this juris - diction. 9.4 Directors’ Duties There is no applicable information in this juris - diction. 9.5 Directors’ Ability to “Just Say No” There is no applicable information in this juris - diction. Litigation related to mergers and acquisitions is uncommon in Bosnia and Herzegovina. When disputes do arise, it is typical for the parties to agree to resolve them through foreign arbitra - tion. 10.2 Stage of Deal When M&A litigation occurs, it usually takes place within one to two years after closing. 10.3 “Broken-Deal” Disputes The COVID-19 pandemic led to some disputes over pending M&A transactions, particularly regarding material adverse effect (MAE) claus - es, termination rights, and interim operating covenants. Courts generally found that broad economic downturns did not qualify as an MAE unless explicitly stated, highlighting the need for precise contract language. Some buyers attempted to exit deals by citing force majeure or drastic operational changes by sellers, leading to legal battles over what constituted a breach of “ordinary course of business” provisions. Regulatory delays further complicated trans - actions. However, the majority of deals were renegotiated rather than litigated. As a result, 10. Litigation 10.1 Frequency of Litigation
decisions typically depends on the circumstanc - es of the takeover. 8.4 Independent Outside Advice Directors rely on financial, legal, tax, and regula - tory experts to evaluate risks, structure deals, and comply with legal obligations. Seeking inde - pendent advice strengthens board decisions, mitigates liability, and helps secure sharehold - er and regulatory approval. Financial advisers provide valuation analysis and fairness opin - ions, while legal counsel ensures compliance with corporate and securities laws. Accounting and tax experts assess financial risks and tax implications, while regulatory specialists handle competition and antitrust approvals. Occasion - ally, proxy solicitors and PR firms are engaged to assist in shareholder engagement and public communication. 8.5 Conflicts of Interest We are not aware of any cases where conflicts of interest of directors, managers, shareholders or advisers have been the subject of judicial or other scrutiny in Bosnia and Herzegovina. 9. Defensive Measures 9.1 Hostile Tender Offers Hostile tender offers are neither regulated nor
common in Bosnia and Herzegovina. 9.2 Directors’ Use of Defensive Measures
Since hostile takeover bids are not common in Bosnia and Herzegovina, directors’ defensive measures have not been established or devel- oped.
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