CROATIA Law and Practice Contributed by: Iva Basarić, Marija Gregorić and Matija Skender, Babic & Partners
(ie, the decision was only binding on the parties in the relevant proceedings), but it nevertheless resulted in uncertainty until the Croatian Compa - nies Act was amended in early 2023 to expressly provide that it is sufficient to notarise the signa - ture on the power of attorney used for execution of the share transfer agreement. 3.2 Significant Changes to Takeover Law The latest amendments to the Croatian Takeover Act are now more than a decade old. According to publicly available information and the gov - ernment’s plan of legislative activities for 2025, changes to the relevant legislation are gener - ally planned for Q3 of 2025 in order to trans - pose Directive (EU) 2023/2864 of the European Parliament and of the Council of 13 December 2023 amending certain Directives as regards the establishment and functioning of the European single access point. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies Stakebuilding in public companies prior to reaching the threshold for mandatory offer pub - lication is possible (and is not uncommon), but is subject to certain statutory requirements. 4.2 Material Shareholding Disclosure Threshold Disclosure thresholds are applicable to stake - building in publicly listed companies and apply when a natural person or legal entity directly or indirectly reaches, exceeds or falls below the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75% of voting rights in a public issuer of shares. The relevant person/entity is required to simultaneously notify the issuer and the Croa- tian Financial Services Supervisory Agency of the fact that the above-listed thresholds have been
reached or exceeded, or that voting rights have been disposed of below the relevant thresholds. 4.3 Hurdles to Stakebuilding The rules on mandatory takeover and the dis - closure requirements are compulsory; compa - nies cannot deviate from compulsory provisions, subject to penalties provided under the applica - ble laws. 4.4 Dealings in Derivatives Dealings in derivatives are allowed, but are also The disclosure requirements listed under 4.2 Material Shareholding Disclosure Threshold are applicable to the majority of derivatives. 4.6 Transparency Shareholders are not expressly required to dis - close the purpose of their acquisition and their intention regarding control, but certain informa - tion on the intentions of the acquirer are required to be included in the takeover bid, including: • intentions related to the future business of the target company and, to the extent this is influ - enced by the takeover bid, intentions related to the future business of the acquirer; • strategic plans of the acquirer in relation to the target company and the potential conse - quences of the implementation of those plans on recruitment policies and the employment status of employees of the target company and the acquirer; and • intentions of the acquirer with respect to the management board of the target company. subject to disclosure requirements. 4.5 Filing/Reporting Obligations
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