The Legal 500

Legal Developments in Croatia

• Implementing Regulations on Public Procurement

  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.
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• Amendments to the Personal Data Protection Act

  On 28 March 2008 Croatian Parliament enacted Amendments to the Personal Data Protection Act ("Amendments").
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• Amendments to Civil Obligations Act

  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.
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• Amendments to Electronic Commerce Act

  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.
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• One-Tier Corporate Governance System Introduced in Croatian Legal System

  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.
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• New Takeover Act Enacted

  Background
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• New Public Procurement Act

  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.
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• Resignation of a Member of the Management Board

  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.
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• Constitutional Court Rules on Squeeze Out

  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.
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• Regulation on Investment Fund Mergers

  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.
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