The Croatian Restructuring and Sale Centre has announced a public invitation for expression of interest for the acquisition of shares in four partially state-owned companies: three hotel companies and a shipping company. The acquisitions are the result of the government's privatisation policies.
The Croatian Agency for Supervision of Financial Services has recently rendered a decision ordering Goranko Fizulic and his wife, Biserka Preininger Fizulic, to publicize a takeover bid for shares in Magma dd. If the Fizulics fail to publicize the takeover bid, they face severe penalties and each shareholder will be entitled to initiate proceedings before the competent court.
The government has published a new draft Takeover Act. The policy behind the adoption of this legislation aims to implement solutions adopted on takeover bids in the EU Takeover Directive (2004/25/EC). It also aims to bring greater transparency to takeover procedures, protect the interests of all shareholders and ensure full and timely notification of shareholders and employees.
The Constitutional Court has overruled a claim filed by minority shareholders of a Croatian affiliate of Siemens. The minority shareholders asked the court to declare that the rules on squeeze-out introduced into the Croatian legal system under the 2003 amendment to the Companies Act were in violation of the Constitution.
Including: Market and Legislative Trends; Framework of an M&A Transaction; Structuring the M&A Transaction; Hostile Transactions; Directors' Duties; Squeeze-Out; Cross-border Transactions; Basic Tax Considerations.
The Croatian Agency for the Supervision of Financial Services has adopted the Regulation on Open Investment Fund Mergers, which sets out a number of rules relating to the procedure, conditions and methods for mergers of open investment funds in Croatia. The regulation provides that funds may be merged regardless of whether they are managed by the same investment fund management company.
The Croatian government has issued decisions on the privatization of oil company INA Industrija nafte dd and telecommunications company HT - Hrvatske telekomunikacije dd. The privatizations will be effected through public offerings of shares and represent an important step in the development of the Croatian capital markets. Croatian citizens will enjoy priority rights and special benefits in the offerings.
Small and medium-sized limited liability companies are often financed through short-term loans provided by their shareholders. Shareholder loans which are provided when a company is experiencing financial difficulties and cannot obtain a loan under normal market conditions are treated under the Company Act as the company's own capital.
Under Croatian law a merger becomes valid only once it has been registered with the court register in which the surviving company is entered. This update explains the prerequisites for registration and the legal effects of registration.
The Constitutional Court has passed a decision revoking certain provisions of the Law on the Procedure for Joint Stock Company Takeovers, because of their non-compliance with the Constitution of the Republic of Croatia. The provisions exempted certain acquirers from its provisions.
The Company Act and the Banking Law regulate the consolidation and merger of banks. The prior approval of the Croatian National Bank is often required before effecting related transactions. This update highlights some of them.
Including: Merger; Consolidation; Acquisition; Privatization
The Law on the Takeover of Joint Stock Companies provides a framework for regulating takeover procedures. It also provides adequate protection for shareholders who could lose out in the case of a takeover. The Securities Commission is responsible for ensuring that companies uphold its framework.