{"id":115806,"date":"2025-10-07T13:18:43","date_gmt":"2025-10-07T13:18:43","guid":{"rendered":"https:\/\/my.legal500.com\/guides\/?post_type=comparative_guide&#038;p=115806"},"modified":"2025-10-07T13:52:15","modified_gmt":"2025-10-07T13:52:15","slug":"croatia-merger-control","status":"publish","type":"comparative_guide","link":"https:\/\/my.legal500.com\/guides\/chapter\/croatia-merger-control\/","title":{"rendered":"Croatia: Merger Control"},"content":{"rendered":"","protected":false},"template":"","class_list":["post-115806","comparative_guide","type-comparative_guide","status-publish","hentry","guides-merger-control","jurisdictions-croatia"],"acf":[],"appp":{"post_list":{"below_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Mi\u0161eti\u0107 &amp; Partners Law Firm<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2025\/09\/LOGO_M-01.jpg\"\/><\/span><\/div>"},"post_detail":{"above_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Mi\u0161eti\u0107 &amp; Partners Law Firm<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2025\/09\/LOGO_M-01.jpg\"\/><\/span><\/div>","below_title":"<span class=\"guide-intro\">This country specific Q&amp;A provides an overview of Merger Control laws and regulations applicable in Croatia<\/span><div class=\"guide-content\"><div class=\"filter\">\r\n\r\n\t\t\t\t<input type=\"text\" placeholder=\"Search questions and answers...\" class=\"filter-container__search-field\">\r\n\t\t\t<\/div>\r\n\r\n\t\t\t\r\n\r\n\r\n\t\t\t<ol class=\"custom-counter\">\r\n\r\n\t\t\t\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Overview<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Merger control in Croatia is governed by the Competition Act and subordinate regulations. The criteria of the EU acquis, particularly the Council Regulation (EC) No 139\/2004 of 20 January 2004 on the control of concentrations between undertakings (the EC Merger Regulation), must also be considered.<\/p>\n<p>Additionally, the Media Act sets special notification conditions for concentrations involving media publishers.<\/p>\n<p>The enforcement authority is the Croatian Competition Agency (the Agency).<\/p>\n<p>Notification of a concentration is mandatory if the prescribed turnover thresholds are met. Exceptions apply for concentrations involving printed media publishers, which are notifiable regardless of the participants\u2019 turnover.<\/p>\n<p>If the transaction is notifiable to the European Commission under the EC Merger Regulation, notification to the Agency is not required.<\/p>\n<p>However, even transactions that do not meet the jurisdictional thresholds of the EC Merger Regulation or the Croatian Competition Act may still be referred to the European Commission for review, notably if they affect trade between Member States and may significantly impact competition within Croatian territory.<\/p>\n<p>If the European Commission refers a concentration to the Agency for assessment pursuant to the EC Merger Regulation, the Agency will conduct its assessment regardless of whether the thresholds outlined above are met.<\/p>\n<p>For more details on referrals between the European Commission and the Agency, please refer to the European Union chapter of this publication.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is notification compulsory or voluntary?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>If the thresholds prescribed in the Competition Act are met, the notification is compulsory.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a prohibition on completion or closing prior to clearance by the relevant authority? Are there possibilities for derogation or carve out?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The notified transaction may not be implemented before it is approved or presumed to be approved by the Agency.<\/p>\n<p>The regulations do not specifically define the moment when an implementation of concentration occurs, which will be assessed on a case-by-case basis. Since the law provides that control is acquired already through the possibility of exercising decisive influence, whether by transfer of rights, by contract, or by other means, clients are advised to wait with the transfer of shares until clearance.<\/p>\n<p>Even transferring shares to a trustee, in accordance with the European courts practice, may under certain circumstances be qualified as partial implementation of concentration (e.g. as demonstrated in <em>Canon v Commission [2022] GC T-609\/19, EU:T:2022:299<\/em>).<\/p>\n<p>The most practical and legally safe solution is to conclude a transaction the closing of which is conditioned upon prior approval by the Agency, or an obligatory preliminary agreement obliging to conclude the transaction under the same condition.<\/p>\n<p>The situation is somewhat different in case of public bids. Although the Competition Act requires notification of a concentration after the contract is concluded or the public bid announced, but before the concentration is implemented, this condition is difficult to meet for public bids. At the time the bid is announced, it is uncertain how many shareholders will accept the bid and whether control will ultimately be acquired. The Agency has, in practice, dismissed such notifications due to the failure of both parties to demonstrate a good faith intention to conclude an agreement. The practical solution in such cases is to refrain from any exertion of control should the public bid result in acquisition of control.<\/p>\n<p>In justified cases, at the request of the undertakings concerned, the Agency may authorize an early implementation of certain measures relating to the notified concentration, after careful assessment of risks and potential harmful effects on the market and other participants. Such requests are rare in practice, as undisputed concentrations are usually resolved promptly in Phase 1.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What types of transaction are notifiable or reviewable and what is the test for control?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Notifiable are only those transactions which qualify as concentrations, which means that they bring about a change of control on a lasting basis. Change of control refers to the acquisition of either sole or joint control over another undertaking or its parts. De facto acquisitions of control are also taken into consideration.<\/p>\n<p>The change of control may result from:<\/p>\n<ul style=\"padding-left: 0\">\n<li>the merger of two or more previously independent undertakings or parts of undertakings,<\/li>\n<li>the acquisition by one or more undertakings of direct or indirect control of, or decisive influence on the whole or parts of one or more other undertakings, by:\n<ul style=\"padding-left: 5\">\n<li>acquiring a majority of shares, or<\/li>\n<li>acquiring a majority of voting rights, or<\/li>\n<li>any other method in accordance with the provisions of the Croatian Companies Act<\/li>\n<\/ul>\n<\/li>\n<\/ul>\n<p>Intra-group transactions do not qualify as concentrations and are therefore not subject to notification. Similarly, transfers of control to bankruptcy managers and liquidators, as well as temporary acquisitions by financial institutions, investment funds, and insurance companies\u2014who acquire shares with the intention to resell them within 12 months and do not exercise their voting rights to influence the target&#8217;s competitive behavior\u2014are also exempt from notification.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">In which circumstances is an acquisition of a minority interest notifiable or reviewable?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Acquisitions of a minority interest are notifiable if they result in a change of control, either because the minority interest carries a majority of voting rights or a right to veto strategic decisions, or because the minority interest grants the acquirer joint control or de facto control over the target.<\/p>\n<p>For veto rights to be relevant in this context, they must go beyond the veto rights normally granted to minority shareholders and must pertain to strategic decisions regarding business policy \u2013 such as the budget, business plan, major investments or the appointment of senior management.<\/p>\n<p>De facto control exists when an undertaking does not own the majority of voting rights but is highly likely to secure a majority at shareholders\u2019 meetings based on its shareholding, historical voting patterns, and the position of other shareholders (whether they are widely dispersed or connected through structural, economic or family ties). De facto control may also arise in a joint control scenario, for example, where structural, family or strong economic links exist between two or more minority shareholders.<\/p>\n<p>In the absence of specific internal decision-making rules, agreements between shareholders, or de facto control, shareholdings below 50% do not normally grant either sole or joint control over the target.<\/p>\n<p>Acquisitions of interest that do not amount to decisive influence (either alone or together with other shareholders) do not qualify as concentrations and do not fall under the merger control regime.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the jurisdictional thresholds (turnover, assets, market share and\/or local presence)? Are there different thresholds that apply to particular sectors?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>A concentration must be notified to the Agency if all the following conditions are met:<\/p>\n<ul style=\"padding-left: 0\">\n<li>the annual combined consolidated worldwide turnover of all participants in the concentration amounts to at least \u20ac132,722,808.41, provided that at least one participant has its headquarters and\/or branch in Croatia, and<\/li>\n<li>The total turnover of each of at least two participants in the concentration in Croatia amounts to at least \u20ac13,272,280.84<\/li>\n<\/ul>\n<p>The relevant period for turnover calculation is the financial year preceding the concentration.<\/p>\n<p>The jurisdictional thresholds are the same for all sectors except printed media. Concentrations between printed media publishers are notifiable regardless of turnover (legislative changes to abolish this obligation are under way). The market share is not taken into consideration for jurisdictional purposes.<\/p>\n<p>When calculating turnover for the seller, only those undertakings or parts thereof that are the subject of the transaction are considered. Conversely, the entire turnover of the group to which the acquirer(s) belong are taken into consideration.<\/p>\n<p>For a transaction to be notifiable, both the global and the national turnover thresholds must be met. The global threshold refers to a sum of turnovers of all undertakings concerned so it may be satisfied by only one (any) party. However, the national threshold must be satisfied by each of at least two undertakings concerned, which makes accurate identification of these undertakings crucial. In an acquisition of sole control, identification is straightforward (the acquirer and the target). In an acquisition of joint control, all shareholders planning to exercise joint control \u2013 both existing and new &#8211; are considered undertakings concerned, together with the joint venture if it is a pre-existing undertaking.<\/p>\n<p>All revenues from regular activities are taken into consideration, while extraordinary revenues, financial income (save in case of financial institutions), taxes related to turnover and intra-group dealings are excluded from the calculation. The turnover is calculated at group level.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How are turnover, assets and\/or market shares valued or determined for the purposes of jurisdictional thresholds?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The relevant period for turnover calculation is the financial year preceding the transaction.<\/p>\n<p>The Croatian regulations do not contain specific rules on geographic allocation of turnover and the Agency will normally apply the customer location criterion (place where the goods are delivered or services provided), in accordance with the Commission Consolidated Jurisdictional Notice under Council Regulation (EC) No\u00a0139\/2004 on the control of concentrations between undertakings (Commission Consolidated Jurisdictional Notice).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a particular exchange rate required to be used for to convert turnover thresholds and asset values?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Croatian regulations do not contain specific rules on the applicable exchange rate for the purpose of turnover calculation. In accordance with the Commission Consolidated Jurisdictional Notice, the annual turnover of a company should be converted to euros at the average rate for the twelve months concerned. The audited annual turnover figures should be converted as such and not be broken down into quarterly or monthly figures which would then be converted individually.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">In which circumstances are joint ventures notifiable or reviewable (both new joint ventures and acquisitions of joint control over an existing business)?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>For a joint venture to fall within the merger control regime, it must be created by two or more independent undertakings and operate as an independent economic entity on a lasting basis. Tt is sufficient that the joint venture is autonomous in operational respect (has a management dedicated to its day-to-day operations and access to sufficient resources to conduct its business activities on a lasting basis). Otherwise, the joint venture will not be considered a concentration and will be reviewed under the rules on anticompetitive agreements.<\/p>\n<p>The jurisdictional thresholds are the same as for other types of concentrations.<\/p>\n<p>Merger control rules apply to both new joint ventures and acquisitions of joint control over existing businesses, with a slight difference in the identification of undertakings concerned for turnover calculation purposes.<\/p>\n<p>According to the Commission Consolidated Jurisdictional Notice, in case of new joint ventures, the undertakings concerned are the companies acquiring joint control. The same rule applies where one undertaking contributes a pre-existing subsidiary or a business (over which it previously exercised sole control) to a newly created joint venture. Under these circumstances, each of the jointly-controlling undertakings is considered an undertaking concerned, whereas any company or business contributed to the joint venture is not an undertaking concerned, and its turnover is attributed to the initial parent\u00a0company.<\/p>\n<p>In case of a joint control scenario both before and after the transaction, the undertakings concerned are all the companies acquiring joint control together with the joint venture itself if it already generates turnover on the market.<\/p>\n<p>The turnover thresholds are the same as for other types of concentrations and may be fulfilled even if the joint venture itself will not operate on the Croatian market.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there any circumstances in which different stages of the same, overall transaction are separately notifiable or reviewable?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Different stages of the same, overall transaction, will normally be considered a single concentration and reviewed together if the transactions are interdependent. If the parties would proceed with one transaction even if the other ones would not succeed, the transactions would be assessed individually. This conditionality is not required only when the transactions are concluded simultaneously between the same parties.<\/p>\n<p>However, transactions will be considered separately, even if they are interdependent, if control is ultimately acquired by different undertakings, as in the case of de-mergers of joint ventures, since each acquisition will have a separate impact on the market.<\/p>\n<p>Another situation where it would be appropriate to consider the transactions separately is where the time period between transactions is long enough for each individual transaction to impact the market structure.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How do the thresholds apply to \u201cforeign-to-foreign\u201d mergers and transactions involving a target \/ joint venture with no nexus to the jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The Croatian regulations require that at least one undertaking concerned has a seat or branch office in Croatia. They also require that at least two undertakings concerned must each generate a relevant amount of turnover in Croatia. This ensures that the transaction is relevant to the Croatian market, even though in transactions involving multiple undertakings, thresholds may be met without a direct link to Croatia for the target. If the notified transaction is not expected to affect the Croatian market, it will typically be resolved quickly in Phase 1. Failure to notify is subject to potential penalties. The recognition and enforcement of such decisions abroad are subject to applicable international agreements.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">For voluntary filing regimes (only), are there any factors not related to competition that might influence the decision as to whether or not notify?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>N\/A<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What is the substantive test applied by the relevant authority to assess whether or not to clear the merger, or to clear it subject to remedies?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The Agency applies the significant impediment to effective competition test, aligned with EU law.<\/p>\n<p>The Agency considers:<\/p>\n<ol style=\"padding-left: 0\">\n<li>The structure of the relevant market, current and potential competitors in Croatia and beyond, the supply and demand patterns and their trends, prices, risks, economic, legal and other barriers to entering or leaving the market,<\/li>\n<li>the position, market shares, economic and financial strength of the undertakings in the relevant market; the competitiveness among the participants in the concentration; potential changes in their operations; and alternative sources of supply available to customers as a result of the concentration,<\/li>\n<li>the effects of the concentration on other undertakings or on consumers, such as shorter distribution channels, reduction of transport or distribution costs, specialization in production, technological innovations, reduction of prices, and other benefits directly resulting from the concentration.<\/li>\n<\/ol>\n<p>If the Agency determines that the concentration can only be approved subject to conditions, it will notify the applicant and provide an opportunity to propose suitable remedies.<\/p>\n<p>The Agency may fully or partially accept the proposed remedies if it considers them sufficient to eliminate the negative effects on competition. The Agency may also determine other remedies.<\/p>\n<p>Specific rules apply in the media sector. A media concentration is prohibited if a TV or radio broadcaster with a national license owns more than 25% in another broadcaster with a national, regional or local license, or more than 10% in a publisher of daily newspapers with circulation over 3,000 copies, or in a news agency. Similar rules apply to local and regional broadcasters and publishers to prevent excessive media ownership concentration.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are factors unrelated to competition relevant?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The main task of the merger control regime is to protect competition.<\/p>\n<p>However, in assessing the impact of a concentration, the Agency will consider not only its potential anti-competitive effects but also any countervailing factors, including possible efficiencies put forward by the parties, such as contributions to technical and economic progress, provided these benefit consumers and do not form an obstacle to competition.<\/p>\n<p>Factors such as the preservation of intellectual property, brands, technology, and know-how may also be considered, especially when assessing the failing firm defence\u2014where one of the merging entities would exit the market without the merger.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are ancillary restraints covered by the authority\u2019s clearance decision?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Restrictions directly related and necessary for the implementation of the concentration (ancillary restraints) are automatically covered by the Agency\u2019s clearance decision. It is the parties\u2019 responsibility to assess whether specific restraints meet these criteria.\u00a0 Restraints that cannot be considered ancillary to the transaction may be subject to review under rules governing prohibited agreements.<\/p>\n<p>Ancillary restraints often include clauses that facilitate a smooth transition to the new company structure post-concentration, such as non-competition clauses, license agreements, and purchase or supply contracts.<\/p>\n<p>In line with the European Commission practice, non-competition clauses are generally justified for up to three years when both goodwill and know-how are transferred, and up to two years when only goodwill is included. Such clauses are not considered necessary when the transfer involves only physical assets or exclusive industrial and commercial property rights.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">For mandatory filing regimes, is there a statutory deadline for notification of the transaction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>There is no statutory deadline for notification of the transaction. However, parties may not implement the concentration before Agency\u2019s clearance.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What is the earliest time or stage in the transaction at which a notification can be made?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Participants must file the notification after concluding the agreement that transfers control or decisive influence, or after announcing a public bid, but before implementing the concentration. Filing prior to the conclusion of the agreement or announcement of the bid is permitted (though not mandatory) if the participants can demonstrate a genuine intent to conclude the agreement or announce the public bid.<\/p>\n<p>Such intent may be evidenced by binding letters of intent or other binding documents showing the parties\u2019 good faith intention to proceed with the transaction.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is it usual practice to engage in pre-notification discussions with the authority? If so, how long do these typically take?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>While it is not common practice to engage in pre-notification discussions with the Agency, the parties may request them, and the Agency will generally agree to address specific issues of importance on a confidential basis.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What is the basic timetable for the authority\u2019s review?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The Agency must assess a notification within 30 days of receiving complete filing. A filing is considered complete only once the participants have responded to any requests for clarification or additional documents issued by the Agency, and the Agency has confirmed its completeness by issuing a confirmation notice.<\/p>\n<p>If the Agency does not initiate Phase II proceedings within 30 days of receiving the complete filing, the concentration is deemed approved. If Phase II is initiated, the Agency must, within the following three months, adopt a formal decision either prohibiting the concentration, clearing it, or clearing it subject to remedies.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Under what circumstances may the basic timetable be extended, reset or frozen?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>After receiving a notification, the Agency may request additional information or documents from the parties. The notification is considered complete only once the parties have responded to all such requests, at which point the Agency issues a statement confirming completeness. This confirmation triggers the 30-day deadline for the Agency to decide whether to clear the concentration without further analysis or to initiate Phase II proceedings.<\/p>\n<p>Phase II must be completed within three months of its initiation. However, the Agency may extend this deadline by a further three months if it considers that additional expert evaluations or analyses are necessary to establish the relevant facts and assess the evidence, provided that the parties are informed of such an extension before the original deadline expires.<\/p>\n<p>The Phase II deadline is suspended from the time the Agency issues its preliminary assessment notice until the parties submit their proposed remedies, for which they are allowed up to 30 days.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there any circumstances in which the review timetable can be shortened?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Formally no, but the practical duration will be shorter if the process is resolved in a simplified procedure.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Which party is responsible for submitting the filing?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>When an undertaking acquires control or decisive influence over the whole or part of another undertaking, the notification must be submitted by the acquiring undertaking. In other cases, all participants in the concentration are required to submit a single joint notification. In acquisitions involving joint control and the creation of joint ventures, all shareholders &#8211; including both existing and new ones who will exercise joint control &#8211; must submit the notification.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What information is required in the filing form?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The filing form is prescribed by the Regulation on Notification and Assessment of Concentrations and requires information on the concentration, including its economic and strategic rationale, the parties and their affiliates, turnovers, relevant markets, affected markets, other markets that may be significantly impacted by the operation, and, in the case of a joint venture, its potential cooperative effects. The parties may also, though not obliged to, outline any efficiencies expected to arise from the concentration.<\/p>\n<p>A short-form notification requires less detail and may be submitted where the concentration qualifies for the simplified procedure. The simplified procedure applies where there is no horizontal or vertical overlap between the undertakings concerned, or where such overlaps exist but the combined market shares do not exceed 20% in horizontal mergers or 30% in vertical mergers; where an undertaking acquires sole control over an entity it already jointly controls; and where the joint venture has no, or only limited, activities in Croatia.<\/p>\n<p>The Agency may request from the notifying party any documentation it deems necessary to establish the facts, while the parties may also submit any additional documents or data they consider relevant for the assessment of the concentration.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Which supporting documents, if any, must be filed with the authority?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The filing must be signed by the notifying party or their attorney(s) and accompanied by an original or certified copy of the final or most recent version of the transaction documents as well as copies of financial statements for the undertakings concerned for the year preceding the transaction, and a power of attorney if the notification is filed by a proxy.<\/p>\n<p>Although not formally required, the notifying party is required in practice to submit excerpts from the registry where the undertakings concerned are registered. It is preferable they also submit charts demonstrating their organizational structure. There is no specific restriction on\u00a0the age of the\u00a0document; however, it is recommended\u00a0that the document\u00a0be as recent\u00a0as possible to\u00a0avoid any doubts\u00a0regarding the\u00a0currency of the\u00a0data contained\u00a0within.<\/p>\n<p>If the notifying party refers to any\u00a0document, analysis, or study in\u00a0their notification, it must be attached, as the burden\u00a0of proof rests\u00a0with the notifying\u00a0party.<\/p>\n<p>Documents in a foreign language must be translated to Croatian by a certified interpreter.<\/p>\n<p>Requirements for the authentication of documents issued by public authorities (such as an apostille) depend on the bilateral agreements between the country that issued the document and Croatia.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a filing fee?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>There is currently no filing fee.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there a public announcement that a notification has been filed?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes, upon receipt of a complete notification, the Agency publishes a public call on its website inviting all interested parties to submit written comments and opinions on the concentration, to clarify and better understand the relationships and conditions in the relevant markets.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Does the authority seek or invite the views of third parties?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Upon receipt of a complete notification, the Agency publishes a public call on the Agency&#8217;s website inviting all interested parties to submit written comments and opinions on the concentration, to clarify and better understand the relationships and conditions in the relevant markets.<\/p>\n<p>The public call contains information on the participants\u2019 business activities, affected markets, and an invitation to all undertakings operating in the markets affected by the concentration, as well as to undertakings active in upstream, downstream, or neighbouring markets where the concentration could have effects, to professional associations, employers&#8217; associations, consumer protection organizations, and other persons who are not parties to the proceeding, including competitors of the participants in the concentration, but who can reasonably be assumed to have knowledge about the situation in the relevant markets, to submit their comments, observations, and opinions on potential concrete significant effects that the concentration may have on their business operations, as well as on possible appreciable effects of the concentration on competition in the relevant markets.<\/p>\n<p>The public call is issued without exception.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What information may be published by the authority or made available to third parties?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The public call contains information on the participants\u2019 (including all affiliates operating on the Croatian market) business activities and affected markets.<\/p>\n<p>If the concentration is cleared in Phase 1, the Agency will announce that on their website, indicating the parties to the concentration and the subject of the transaction.<\/p>\n<p>If the case is resolved in Phase 2, the Agency will publish its final\u00a0decision, including\u00a0a statement of\u00a0grounds that\u00a0outlines the\u00a0relevant facts\u00a0of the case and\u00a0the reasons for\u00a0the decision, while omitting any\u00a0information the\u00a0parties have\u00a0designated as\u00a0confidential.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Does the authority cooperate with antitrust authorities in other jurisdictions?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The Agency cooperates with the European\u00a0Commission and\u00a0the competition\u00a0authorities of\u00a0the European\u00a0Union member\u00a0states within the European Competition Network (ECN), as well as the institutions within the International Competition network (ICN).<\/p>\n<p>There are no legal repercussions if a party declines to grant a waiver permitting its confidential information to be shared with another authority.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What kind of remedies are acceptable to the authority?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The Agency applies both behavioral and divestiture measures, as well as a combination thereof, depending on the facts of each case, although divestiture measures are generally considered more appropriate.<\/p>\n<p>When imposing a divestiture remedy, the Agency will normally require that the purchaser is capable of sustaining the business and has no capital or personal ties to the acquirer in the concentration.<\/p>\n<p>The participants to the concentration may, as a rule, implement the concentration only after fulfilling the measures and conditions, unless the Agency determines otherwise for particularly justified reasons.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What procedure applies in the event that remedies are required in order to secure clearance?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>If the Agency determines that a concentration can only be cleared subject to the fulfillment of specific measures and conditions, it will immediately notify the notifying party, which must, within 30 days, propose appropriate remedies. Such remedies may also be proposed already in the initial notification. If the Agency does not accept the proposed remedies, it may impose its own.<\/p>\n<p>The imposition of remedies presupposes that Phase II of the procedure has been initiated.<\/p>\n<p>There is no explicit rule requiring that the proposed remedies be market-tested, but they will be tailored to address the specific harmful effects identified in the market analysis.<\/p>\n<p>Remedies potentially agreed in another jurisdiction will only be taken into account if their implementation effectively addresses the negative effects on competition within the Croatian market; otherwise, they are without prejudice to the Agency\u2019s decision.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the penalties for failure to notify, late notification and breaches of a prohibition on closing?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Croatian law distinguishes between serious and minor infringements of the Competition Act.<br \/>\nFailure to notify a concentration, and implementing a concentration prior to the Agency\u2019s clearance, are considered minor infringements, subject to penalties of up to 1% of the breaching party\u2019s group turnover. The liable party is the one legally obliged to make the notification (i.e., the merging parties in the case of a merger, or the acquirer(s) in the case of an acquisition of control).<\/p>\n<p>Implementation of a prohibited concentration, however, constitutes a serious infringement, with a maximum penalty of 10% of the group turnover. The liable parties are those who carried out the concentration.<\/p>\n<p>For concentrations between media publishers that fall below the turnover thresholds, failure to notify is subject to a specific fine ranging from \u20ac13,270 to \u20ac132,720. If the thresholds are met, the standard penalties applicable to all undertakings apply.<\/p>\n<p>Statistically, penalties imposed by the Agency have tended to be closer to the lower end of the range, particularly in media cases where notification is mandatory regardless of turnover.<\/p>\n<p>If the parties have already proceeded with closing before obtaining competition clearance, it is advisable to notify the Agency as soon as possible and refrain from any further actions that could be construed as exercising control\u2014such as replacing senior management or integrating the target into the group structure. The potential penalty will depend on all circumstances of the case, including the parties\u2019 willingness to cooperate and the extent to which their breach of the standstill obligation affected the market.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the penalties for incomplete or misleading information in the notification or in response to the authority\u2019s questions?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Providing incorrect or false information constitutes a minor infringement of the law, subject to fines of up to 1% of the perpetrator\u2019s group turnover.<\/p>\n<p>However, submitting incomplete or misleading information may lead to the reopening of administrative proceedings in accordance with the general rules governing such proceedings.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Can the authority\u2019s decision be appealed to a court?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The Agency\u2019s decision may be appealed to the High Administrative Court. An appeal must be filed within 30 days of receipt of the Agency\u2019s decision. Appeals may be lodged not only by the parties to the proceedings before the Agency, but also by any party who considers that the Agency\u2019s decision has infringed their legal interests. This may include competitors, as well as undertakings operating in other markets potentially affected by the concentration.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the recent trends in the approach of the relevant authority to enforcement, procedure and substantive assessment?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In 2024, the Agency decided on 13 merger control cases, including one concentration cleared in Phase II without remedies. The Agency continues to conduct merger review proceedings in a timely and proactive manner.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there any future developments or planned reforms of the merger control regime in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The public consultation on the Draft Act implementing Regulation (EU) 2024\/1083 (the European Media Freedom Act) has recently concluded. The proposal provides that media service providers will be subject to the same turnover thresholds for merger notifications as other businesses, and that the Competition Agency must seek the Media Agency\u2019s opinion when assessing such cases. In addition, any changes in ownership would need to be reported to the Media Agency to ensure that media pluralism and diversity are safeguarded.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\r\n<div class=\"word-count-hidden\" style=\"display:none;\">Estimated word count: <span class=\"word-count\">5143<\/span><\/div>\r\n\r\n\t\t\t<\/ol>\r\n\r\n<script type=\"text\/javascript\" src=\"\/wp-content\/themes\/twentyseventeen\/src\/jquery\/components\/filter-guides.js\" async><\/script><\/div>"}},"_links":{"self":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide\/115806","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide"}],"about":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/types\/comparative_guide"}],"wp:attachment":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/media?parent=115806"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}