{"id":150706,"date":"2026-10-08T09:24:03","date_gmt":"2026-10-08T09:24:03","guid":{"rendered":"https:\/\/www.legal500.com\/guides\/?post_type=comparative_guide&#038;p=150706"},"modified":"2026-10-08T09:24:03","modified_gmt":"2026-10-08T09:24:03","slug":"croatia-merger-control","status":"publish","type":"comparative_guide","link":"https:\/\/www.legal500.com\/guides\/chapter\/croatia-merger-control\/","title":{"rendered":"Croatia: Merger Control"},"content":{"rendered":"","protected":false},"template":"","class_list":["post-150706","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:\/\/www.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:\/\/www.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 regulated by the Competition Act and the subordinate regulations: the Regulation on notification and assessment of concentrations, the Regulation on the definition of relevant market and the Regulation on the method of setting fines. 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 taken into consideration.<\/p>\n<p>The enforcement authority is the Croatian Competition Agency (Agency).<\/p>\n<p>Notification of concentration is mandatory if the prescribed turnover thresholds are met.<\/p>\n<p>If the transaction is notifiable to the European Commission according to the EC Merger Regulation, the obligation to notify the Agency does not apply.<\/p>\n<p>If the European Commission refers a concentration to the Agency for assessment pursuant to the EC Merger Regulation, the Agency shall assess the concentration irrespective of whether the above listed thresholds are met.<\/p>\n<p>Croatian regulations do not offer a general mechanism to review or refer transactions that do not meet the turnover thresholds.<\/p>\n<p>For details on the referral between the European Commission and the Agency, please see 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 meanscliets 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 which the Agency must take into consideration, 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>In justified cases, at the request of the undertakings concerned, the Agency may authorise an early implementation of certain measures relating to the notified concentration, after careful assessment of risks and harmful effects on the market and other participants. Such requests are rare in practice, as undisputed concentrations are usually resolved rather quickly 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>\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>\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 not notifiable. Neither are transfers of control to bankruptcy managers and liquidators, or temporary acquisitions by financial institutions, investment funds and insurance companies who acquire shares with a view to resell them within 12 months and do not use their right to vote to influence the target\u2019s competitive conduct.<\/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 bring about a change of control, either because the minority interest bears 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 accorded to minority shareholders and need to be related to strategic decisions on the business policy (for example, to issues as the budget, the business plan, major investments or the appointment of senior management).<\/p>\n<p><em>De facto<\/em> control exists in situations where an undertaking does not own a majority of the voting rights in a company but is highly likely to achieve a majority at the shareholders\u2019 meetings considering its shareholding, the historic voting pattern at shareholders\u2019 meetings and the position of other shareholders (whether they are widely dispersed, the existence of structural, economic or family links). De facto control may also exist in a joint control scenario, as in the case of structural, family or strong economic links 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 of below 50% do not normally grant wither 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>\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 and are based on turnover of the undertakings concerned, coupled with the requirement that at least one undertaking concerned must have its headquarters and\/or branch in Croatia. The market share is not taken into consideration for jurisdictional purposes.<\/p>\n<p>When calculating turnover, only those undertakings or parts thereof which are the subject of the transaction shall be taken into account with regard to the seller. 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 it important to properly identify the undertakings concerned in the transaction. In case of an acquisition of sole control the identification is fairly straight forward (the acquirer and the target). In case of an acquisition of joint control, all shareholders who plan to exercise joint control (existing and new) are 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>The 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<p>The prescribed thresholds are still in the old Croatian currency (HRK), even though euro is now the Croatian official currency. The conversion from euros to HRK will be made at the fixed exchange rate of 1 euro = 7,5345 HRK.<\/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. For a joint venture to be considered an independent economic entity, it is sufficient that it 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 rather 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 rules apply to both new joint ventures and acquisitions of joint control over an existing business, 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. In 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 part of the turnover of 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, overal 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 simoultaneously between the same parties.<\/p>\n<p>However, the 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, given that each acqusition 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 timeperiod between transactions is long enough for each individual transaction to create an impact on the market structure.<\/p>\n<p>It is important to stress that even if an individual transaction does not by itself bring about the lasting change of control envisaged as the end result of the serises of transactions, its implementation prior to Agency\u2019s clearance may be considered as partial implementation of the concentration, which is prohibited.<\/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 It also requires that at least two undertakings concerned each have a relevant amount of turnover in Croatia. This is to make sure that the transaction has relevance for the Croatian market, even though in transactions involving several undertakings it is possible that the thresholds are met even though the target is not linked to Croatia. If the notified transaction has no anticipated effect on the Croatian market, the case will be resolved quickly in Phase 1. Failure to notify is subject to potential penalties. Recognition and enforcement of such decision abroad is subject to 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 \u201csignificant impediment to effective competition\u201d test, aligned with EU law.<\/p>\n<p>The Agency considers:<\/p>\n<ol>\n<li>The structure of the relevant market, existing and potential competitors on the relevant market 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 and the economic and financial strength of undertakings in the relevant market, the degree of competitiveness of the participants in the concentration, possible changes in the operations of the participants and alternative sources of supply for customers resulting from 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, as well as other benefits directly resulting from the concentration.<\/li>\n<\/ol>\n<p>If the Agency establishes that the concentration may only be permitted subject to remedies, it shall notify the applicant, giving the applicant the opportunity to propose appropriate remedies.<\/p>\n<p>The Agency may fully or partially accept the proposed remedies if it establishes that they are sufficient to eliminate the negative effects on competition. The Agency may also determine other remedies.<\/p>\n<p>Where a media transaction is notifiable, the Competition Agency must seek the opinion of the Agency for Media on the pluralism and editorial independence dimensions of the transaction. Electronic media regulations prescribe further limitations in the sector: . Media concentration is considered unlawful 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, when assessing the impact of the concentration, the Agency will also take into account countervailing factors including possible efficiencies presented by the parties, including the development of technical and economic progress provided that it is to consumers&#8217; advantage and does not form an obstacle to competition.<\/p>\n<p>Factors such as preservation of intellectual property, brands, technology and know-how may also be taken into consideration, particularly when assessing the failing firm defence, in a situation when one of the merging entities would exit the market absent 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 to the implementation of the concentration (anciliary restraints) are automatically covered by the Agency\u2019s clearance decision. It is on the parties to self-assess whether the particular restraints fulfil these criteria.\u00a0 Restraints which cannot be regarded as ancillary to a transaction may be subject to review based on the provisions regulating prohibited agreements.<\/p>\n<p>Ancillary restraints often include clauses aimed at ensuring smooth transition to the changed company structure after the concentration, such as non-competition clauses, license agreements, purchase and supply agreements.<\/p>\n<p>In line with the Eucopean Commission practice, non-competition clauses are generally justified for periods of up to three years when both goodwill and know-how are transferred in the transaction and up to two years \u00a0when the transfer involves only goodwill. Non-competition clauses are not considered necessary when the transfer is limited to physical assets or to 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 a 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 a 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. Only when the Agency receives feedback on all the requests will they issue a statement that the notification is now full, triggering the 30 days deadline to decide if they will clear the concentration without further analysis or initiate Phase II.<\/p>\n<p>Phase II must be resolved within 3 months from its initiation, but \u00a0the Agency may extend this deadline by three months if it considers\u00a0that additional\u00a0expert evaluations\u00a0or analyses are\u00a0necessary to\u00a0establish the\u00a0relevant facts and assess the\u00a0evidence, of\u00a0which it must inform the\u00a0parties before\u00a0the expiry of\u00a0the deadline.<\/p>\n<p>The deadline for completing Phase 2 is paused from the time the Agency issues its preliminary assessment notice until the parties submit their proposed remedies, for which they are allowed 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>The general deadlines are the same, 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 one 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. This means that, for 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 includes details on the concentration, including its economic and strategic rationale, the parties, their affiliates and turnovers, relevant markets,\u00a0 affected markets, other markets in which the notified operation may have a significant impact, and, if the concentration concerns the formation of a joint venture, its cooperative effects.\u00a0 The parties may also, but are not obliged to, outline the efficiencies expected to arise from the concentration.<\/p>\n<p>A short-form notification requires less details and may be submitted when the concentration is assessed in a simplified procedure. Simplified procedure is conducted when there is neither horizontal or vertical overlap between the undertakings concerned, or there is but the participants\u2019 combined market share is less than 20% in case of horizontal mergers and 30% in case of vertical mergers, in cases where an undertaking acquires sole control over a business over which it already exercises joint control, as well as the cases referring to a joint venture without significant activities in Croatia.<\/p>\n<p>The Agency may request from the notifying party all documentation it considers necessary to establish the facts and the parties may also submit any other documentation and 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 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<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 neighboring 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<p>Beyond the public consultation, the Agency will in some instances &#8211; particularly in Phase II cases &#8211; \u00a0approach third parties directly as part of its review. This typically takes the form of written requests for information or structured questionnaires sent to customers, suppliers, competitors, and other relevant market participants.<\/p>\n<p>The Agency also invites third parties to comment on proposed remedies through a public consultation process, serving a purpose similar to market testing: it allows the Agency to gauge the effectiveness and adequacy of the remedies before adopting its final 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 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), and collaborates with other\u00a0international\u00a0organizations\u00a0and institutions\u00a0in the field\u00a0of market competition: 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 applying a divestiture measure, the Agency will normally condition that the buyer must be capable of maintaining the existing business and must not be capitally or personally linked to the acquirer in the concentration.<\/p>\n<p>The participants in the concentration may implement the concentration immediately, but they must implement the measures within the deadlines stated in the Agency\u2019s decision, otherwise the Agency may revoke its decision and declare the concentration prohibited.<\/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 the Agency will invite third parties to comment on proposed remedies through a public consultation process<\/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>Statistically, penalties imposed by the Agency have tended to be closer to the lower end of the range.<\/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, such 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% off the perpetrator\u2019s group turnover.<\/p>\n<p>However, submitting incomplete or misleading information can result in the reopening of administrative proceedings in accordance with the general rules governing such.<\/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. The appeal must be launched within 30 days from receipt of the Agency\u2019s decision. The appeal may be lodged not only by the parties in the proceedings before the Agency, but also by any party who considers the Agency\u2019s decision infringed their legal interest. This may include competitors, but also undertakings operating in other markets possibly 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>There are no substantial changes in the Agency\u2019s approach to substantive issues.<\/p>\n<p>The Agency continues to conduct merger review proceedings in an up-to-date and proactive manner, understanding that business transactions cannot tolerate lengthy delays, while simultaneously taking its role as a defender of market competition very seriously.<\/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>While the introduction of a market share threshold and a call-in power has been discussed, such proposals remain at the level of academic debate and have not been officially put forward.<\/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\">5236<\/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:\/\/www.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide\/150706","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide"}],"about":[{"href":"https:\/\/www.legal500.com\/guides\/wp-json\/wp\/v2\/types\/comparative_guide"}],"wp:attachment":[{"href":"https:\/\/www.legal500.com\/guides\/wp-json\/wp\/v2\/media?parent=150706"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}