Search News and Articles
Legal Developments Worldwide
- United Arab Emirates
- Czech Republic
- Hong Kong
- Cayman Islands
- South Africa
- South Korea
- Saudi Arabia
- British Virgin Islands
Articles contributed by BABIC & PARTNERS Law Firm
On 1 January 2008 the new Public Procurement Act came into force. However, following the coming into force of the new Act the Public Procurement Office, a regulatory body authorized to develop and coordinate the public procurement system in Croatia reported that in the practice the new Act is actually suspended until the regulations necessary for its implementation are adopted.
On 28 March 2008 Croatian Parliament enacted Amendments to the Personal Data Protection Act ("Amendments").
The currently applicable Croatian Civil Obligations Act was enacted in 2005 ("2005 Act") with a goal of harmonizing Croatian legislation with a number of EU Directives relating to combat against late payment in commercial transactions, self-employed commercial agents, sale of consumer goods and associated guarantees, liability for defective products, as well as package travel.
On 17 June 2008 the Amendments to Electronic Commerce Act ("Amendments") came into force. These amendments are aimed at fully harmonizing Croatian electronic commerce regulations with the relevant EU laws.
On 3 October 2007 Croatian Parliament enacted the Amendments to the Companies Act which should enter into force on 1 April 2008 ("Amendments", "Act"). These Amendments represent the first substantial change to the Act since 2003.
In five years of application of the Croatian Takeover Act 2002 ("Act 2002"), altogether 150 takeover bids have been launched in accordance with its provisions. It has been noted that the annual figure of bids has been steadily decreasing trough the years since the application of the Act 2002 has been confined solely to takeovers targeting public joint stock companies (these are joint stock companies which issue their shares through public offering, or have at least 100 shareholders and a share capital of at least approx. EUR 4.1 million) and the number of such companies is limited with most of them already having been subject to takeover.
On 1 January 2008 the new Public Procurement Act came into force. The Act was modeled on a number of EU regulations concerning public procurement, most notably directive on coordination of procedures for award of public works, public supply and public service contracts, directive on procurement procedures of entities operating in the water, energy, transport and telecommunications sectors, as well as directive on review procedures to the award of public supply and public works contracts.
In a recently published decision, the Croatian High Commercial Court held that in corporations having two-tier corporate structure, the Supervisory board (as a body resolving on appointment and revocation of members of the Management Board) is not authorised or required to resolve on resignation of the Management Board's member. The court was on the standpoint that the resignation has legal effects as of the moment of its delivery to the Supervisory board. As a result, once the Supervisory board receives a resignation of a member of Management Board, it is not to discuss such resignation, but only undertake necessary steps to appoint new member of the Management Board and register the changes with the competent registry court.
According to recent press release, in February 2007 the Croatian Constitutional Court overruled the claim filed by minority shareholders of Siemens affiliate in Croatia. The minority shareholders requested the Constitutional Court to declare that rules on squeeze-out introduced into Croatian legal system under the 2003 Amendments to Companies Act are in violation of the Croatian Constitution. Under the disputed rules, shareholders' meeting may, at the request of the majority shareholder holding at least 95% of the shares, decide to transfer to such majority shareholder the shares held by minority shareholders, provided that the squeezed-out shareholders are paid appropriate compensation.
Based on the authority granted under the 2005 Investment Funds Act, on 14 December 2006, the Croatian Agency for Supervision of Financial Services ("Agency") adopted the Regulation on Open Investment Fund Merger. The Regulation sets out a number of rules related to procedure, conditions and methods for merger of open investment funds in Croatia. The Regulation will come into effect on 30 December 2006.
On 9 November 2006 European Commission published the annual Progress Report for the year 2005. In addition to observance of general political and economic criteria, the Report also addresses the issues of alignment of specific legal fields with the European acquis as expressed in the Treaties, the secondary legislation, and the policies of the European Union.
With respect to the company law, in its chapter 6 the Report stresses the fact that the level of legislative alignment in this field is already relatively advanced. From comparison of the existing Croatian legal rules with the present state of acquis, it appears that further approximation-driven legislative actions could be expected with respect to e.g. takeover rules, cross-border mergers, single registry requirement etc.
At the end of July 2006, the Croatian central Registry of pledges over movable property became operational. The registry was established under 2005 Act on Registry of Pledge over Movable Property and is operated by the Croatian Financial Agency.
On October 20, 2006 Croatian Parliament adopted amendments to the Personal Data Protection Act (the "Amendments"). The amendments were enacted with a view to further harmonize the Personal Data Protection Act with EU Directive 95/46/EC (the "Directive") as regards transfer of personal data to third countries.
Status of the Data Processing Regulation before Amendments
Personal data protection in Croatia is governed by wide variety of laws and regulations. Primary source of law is the Personal Data Protection Act enacted in 2003 (the "Act").Although the Croatian personal data protection legislation has been to a high degree harmonized with European Acquis during the Act's implementation it became apparent that some of the changes are still required. The EU Commission's opinion on the Croatia's application for membership emphasized that the Act omitted to provide for derogations from the principle rule on "adequate protection" in countries to which data is transferred. The Amendments are brought so as to ensure further harmonization with the Directive.
Competent authority for supervision of the personal data processing is the Croatian Personal Data Protection Agency (the "Agency"), established in 2003.
On 1 September 2006, the Croatian Government issued the Guidelines for Purely Contractual Public Private Partnerships (the "Guidelines"). The Guidelines prescribe: (i) the principles which have to be complied with by the PPP project and the procedures of cooperation between public and private partner; (ii) the rules for foundation and execution of PPP which would mitigate the risks for public budget, and (iii) the competences of public authorities to enter into PPP.
The following long-term contractual arrangements between public authorities and private partners are expressly excluded from the scope of the Guidelines: (i) long-term contract on the procurement of services to public authority without any capital investment by the private partner; (ii) the contract on the project and construction of building for the public authority; (iii) the establishment of a new company with shareholding of both public authority and private partner; (iv) joint venture (not being a legal entity) between public authority and private partner; (v) guarantees provided by the public authority for the purposes of business activities of private partner; (vi) leasing of private partner's buildings to the public authority and (vii) privatization (in the meaning of sale) of publicly owned assets.
The principal law governing business organizations in Croatia is the Commercial Companies Act (CAA). It was enacted in 1993, entered into force in 1995 and was amended in 1999, 2000 and 2003. The statute is modeled on German and Austrian laws.