CROATIA Law and Practice Contributed by: Iva Basarić, Marija Gregorić and Matija Skender, Babic & Partners
• the person/entity otherwise makes its inten - tion to undertake the takeover known – eg, by way of public announcements. The offeror is required to file the request for approval for publishing of the takeover offer with the local regulator within 30 days from the date on which the mandatory takeover obliga - tion arose, and the local regulator has 14 days to decide on whether to allow the publishing of the offer. After the local regulator’s approval has been granted, the offeror is required to publish the takeover offer within seven days from the date of receipt of the regulator’s ruling. The offer - or is also required to deliver the takeover offer to the target company and the market opera - tor (and depository company) without delay after receiving the regulator’s approval. Finally, immediately after the publishing of the takeover offer, the offeror is required to inform each target company shareholder of the content of the offer. 7.2 Type of Disclosure Required Please see 7.1 Making a Bid Public and 6.3 Consideration regarding the type of disclosure required with respect to public companies. Other than this, prospectus obligations apply for pub - lic issuances of shares (unless such obligations would be exempt under EU or Croatian law). 7.3 Producing Financial Statements There is no express statutory obligation for the bidders to produce financial statements with respect to the takeover offer, but financial state - ments are expected to be produced with respect to prospectus obligations, as mandated under
register a change of shareholder (or transfer of assets in an asset/business transfer deal) on the basis of the short-form agreement, providing the minimum details required to complete the registration, while the full-form documents such as the sale and purchase agreement (SPA) will remain available to the parties only. The disclosure of full-form agreements (such as the SPA) is required for the purpose of merger control filing (to the extent merger clearance is required for the transaction). The principal directors’ duty under Croatian law is to act in the best interest of the company. In this regard, directors’ duties are owed primar - ily to the company, and subsequently to the shareholders (noting that directors in joint stock companies are generally more independent than directors in limited liability companies). Directors are not prohibited from considering the interests of other stakeholders, noting that such interests would not be relevant if they are in conflict with the interests of the company. The Croatian Takeover Act reiterates the obliga - tion of the directors (ie, the management board) to act in the best interest of the company during the takeover process. Furthermore, the manage - ment board of the target company is required to publish its opinion on the takeover offer within ten days from the date the offer is published. 8.2 Special or Ad Hoc Committees It is not common for the management of Croa - tian companies to establish special or ad hoc committees in business combinations or when certain directors are conflicted (nor do Croatian 8. Duties of Directors 8.1 Principal Directors’ Duties
the EU Prospectus Regulation. 7.4 Transaction Documents
In private M&A deals, in order to preserve the confidentiality of the majority of the terms and conditions of the deal, the parties will opt to
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