Global Competition Law is primarly a practitioner's guide presenting the most salient aspects of the major competition laws country by country, giving an overview of their structure and most charasteristic elements.
Global Competition Law also provides insight into possible future developments in the field.

Global Competition Law

Article 15 of the Competition Act provides that a concentration consists in a change of control on a lasting basis which may result from a merger between two or more independent undertakings or the acquisition by one or more undertakings of control or decisive influence over one or more other undertakings in particular by acquisition of the majority of shares or share capital, or by obtaining the  …

Concept of concentration

Rules applicable to merger control in Croatia can be found in the 2009 Competition Act (Articles 15 et seq.), and in the Regulation on notification and assessment of concentrations (OG 38/2011), which stipulates the rules for notification of concentrations and the criteria for the assessment of the compatibility of concentrations between undertakings in the proceedings carried out by the Croatian Competition Agency. The Croatian Competition Act was amended in April 2021, the EU competition rules are now directly applicable. 

Context

Article 15 of the Competition Act provides that a concentration consists in a change of control on a lasting basis which may result from a merger between two or more independent undertakings or the acquisition by one or more undertakings of control or decisive influence over one or more other undertakings in particular by acquisition of the majority of shares or share capital, or by obtaining the majority of voting rights, or in any other way in compliance with the provisions of the Company Law and other rules.

The creation of a joint venture by two or more independent undertakings performing on a lasting basis all the functions of an autonomous economic entity also constitutes a concentration within the meaning of Article 15. Paragraph 6 of Article 15, as amended by Act 80/2013, now makes clear that authorization is also necessary for the establishment of cooperative joint ventures. The aspects of coordination between the parties to such concentrations will however be assessed pursuant to the rules pertaining to restrictive agreements.

On the other hand, Article 15(5) also enumerates the type of transaction where no concentration is deemed to occur. Thus, there is no concentration within the meaning of the Act where a bank, financial institution or insurance company temporarily (no longer than 12 months) holds securities with a view of reselling them only to maintain the value of an investment; where undertakings part of the same group perform restructuring and reorganization transactions within that group; or where control is acquired by a liquidator for purposes of winding up an undertaking.

Pursuant to Article 17, a concentration is subject to control where the consolidated aggregate turnover of the undertakings concerned exceeds HRK 1 billion (EUR 132.7 million) in the financial year preceding the concentration, where at least one of the parties has its seat and/or subsidiary in the Republic of Croatia and the total turnover of at least two parties to the concentration achieved on the Croatian territory, amounts to at least HRK 100 million (EUR 13.27 million).

Specific rules apply to the calculation of the turnover of banks and other financial institutions, including insurance and re-insurance companies (Article 18).

In the media and telecommunications sectors, specific rules apply, and a transaction may be subject to a filing obligation even if the Article 17 thresholds are not met (Regulatory guidance for the media and telecommunications industry regarding the assessment of concentrations under special regulations).

Thresholds

Under the 2003 Competition Act, concentrations were prohibited where they had the effect of creating or strengthening a dominant position. The 2009 Competition Act puts Croatian Law in line with the EU criteria: from now on, the creation or strengthening of a dominant position is only a criterion among others of an incompatible concentration, the substantive test being whether the transaction significantly impedes effective competition in the market.

  In the Regulation on notification and assessment of concentrations (OG 38/2011), the Government set out the criteria derived from EU Law according to which the CCA will assess transactions: a) the structure of the relevant market; actual and potential competitors in the relevant market; supply and demand structure in the relevant market and their trends, prices, risks, technical, economic and legal conditions necessary to enter or to withdraw from the relevant market; b) market shares and market position, market and financial power, and business activities of the undertakings operating in the relevant market, possible changes in business operations and business plans of the parties to the concentration following the implementation of the concentration, alternative sources of supply for the buyers after the implementation of the concentration; c) distribution channels, transportation or distribution costs, specialization in production, innovation in technology, lowering of prices of goods and/or services, and other benefits for other undertakings and/or consumers directly deriving from the implementation of concentration.

Global Competition Law

104. Concept of concentration

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Les notions juridiques connexes

104. Concept of concentration

Demandez un accès gratuit au contenu exclusif Livv – juristes d’entreprise

Les notions juridiques connexes

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise