CROATIA Law and Practice Contributed by: Iva Basarić, Marija Gregorić and Matija Skender, Babic & Partners
However, these thresholds do not apply to trans - actions in the media sector, where transactions must be notified regardless of whether the above thresholds have been reached, provided that the acquirer is also a media company. If an acqui - sition of electronic communications operators does not meet the above thresholds, the trans- action would not need to be notified to the CCA, but would still need to be notified to and cleared by the Croatian Regulatory Authority for Network Industries (abbreviated in Croatian as HAKOM) if the transaction would involve operators with significant market power or operators that hold a licence for use of RF spectrum for the Croatian territory. The CCA is required to conclude its Phase I investigation within 30 days from the date of receipt of the complete notification. If the CCA does not adopt a decision on the commence - ment of a Phase II investigation, the notified concentration will be presumed approved. On the other hand, if the CCA finds that the con - centration may give rise to an appreciable effect on competition in the relevant market, it will take a decision on the commencement of a Phase II investigation. The Phase II process must gen - erally be completed (with an unconditional or conditional clearance decision, a prohibition decision or a remedial decision after the imple - mentation of a prohibited concentration) within three months from the CCA’s decision on the commencement of Phase II proceedings, with a possibility for the CCA to extend this deadline for an additional three months. Investments in Croatia may also meet the thresholds for review under other merger control regimes, including the EU merger control regime and national merger control regimes for special sectors such as the media, electronic communi -
cations, credit institutions, insurance and invest - ment activities. 2.5 Labour Law Regulations In the sphere of M&A, it is paramount for the acquiring party to meticulously evaluate the landscape of employment laws and regulations governing acquired rights, collective engage - ment requirements and employee entitlements. Both local statutes and pertinent Collective Labour Agreements (CLA) can be implicated with respect to these issues, as can the internal policies of the target company. Acquired Rights Since the implementation of the European Acquired Rights/Transfer of Undertakings Direc - tive, the Employment Act provides that, in the transfer of a business unit as a going concern, all employment contracts pertaining to the trans - ferring (part of a) business unit will transfer to the acquirer automatically by operation of law. Consequently, the acquirer will assume employ - ment contracts pertaining to the business unit to be transferred as they exist at the time of the transfer (including the full gamut of employ - ment rights, benefits and entitlements). While the transferring employees do not possess the right to object or refuse to such transfer, prior consultation with the employee representative body – be it a works council or, if there is no works council, an appointed union trustee – is mandatory. Collective Engagement Requirements Typically, a share deal will not trigger collective engagement requirements, unless there is a CLA or an internal policy at the target company providing for such a requirement, or if the share deal would result in the loss of benefits for the employees of the target company.
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