Croatia introduced significant changes to the Companies Act and the Court Register Act on 20 April 2019 with the main goal of easing the incorporation of (simple) limited liability companies ("ltd companies").
On the eve of a widely-expected global economic downturn, the Croatian economy finally emerged from “junk” investment status, and rating agencies now rank it as “investment” tier. Formal confirmation of this new status is expected to come in the course of spring 2019 – when the first signs of a slowdown in the local economy are already signalled. The country’s GDP is growing shyly but persistently and after five years of membership in the EU there is a visible uplift in the trade balance with export of goods and services (predominantly with other EU-member countries) as the main driver.
“These are really exciting times in Croatia,” says Kallay & Partners Managing Partner Ivna Medic. On January 1, 2019, she says, the rule book of electronic communications in commercial court procedures was changed to provide the conditions for communicating in electronic form. Medic explains that the regulation represents something completely new for the Croatian legal system. “For the very first time we have the opportunity to communicate with courts electronically, and most definitely this will speed up court proceedings and reduce costs for the proceedings,” she says.
Croatian employers have until the end of this year to partially comply with the recently enacted Act on the Protection of Whistleblowers (Zakon o zaštiti prijavitelja nepravilnosti; "Whistleblower Protection Act"), with which they must come into full compliance by March 2020. The Whistleblower Protection Act defines who will be deemed a whistleblower and enjoy protection for whistleblowing. In contrast, the current whistleblower provisions are scattered throughout a number of laws, such as the Criminal Code, the Trade Act, the Employment Act and others. Consequently, research conducted in 2017 has shown that around 60 % of Croatian examinees do not know how to report corruption.
Baker McKenzie, ODI Law, Simkins, Covington & Burling, and Van Bael & Bellis have advised MHP SE on the acquisition of 90.68% of the issued capital of Perutnina Ptuj, d.d. Schoenherr Vienna advised the sellers on the deal and CMS London advised ING, MHP’s financial partner.
The The rules on collective redress were first introduced in Croatia’s legal system by two special acts – the 2003 Consumer Protection Act and the 2009 Act on Prevention of Discrimination. It was only later, in 2011, that the Civil Procedure Act provided the general legal framework for collective redress actions, named “actions for the protection of collective interests and rights.”
Wolf Theiss has advised DDM Group and B2Holding on the acquisition of Heta Asset Resolution's Croatian servicing platform and a portfolio of receivables and properties with a face value of EUR 800 million. CMS Reich-Rohrwig Hainz advised Heta on the sale, which remains subject to regulatory approval.
Divjak Topic & Bahtijarevic has advised AR Packaging Group AB on its acquisition of all outstanding shares in Istragrafika, d.d., a producer of high-quality folding carton products for the tobacco, food, and consumer goods industries, from Croatia's British American Tobacco subsidiary TDR. Cacic & Partners advised the buyers on the deal.
“Agrokor is still in the center of everyone’s interest,” reports Vjekoslav Ivancic, Partner at Croatia's Ostermann & Partners. “Not as much as it was previously, of course. But now the settlement of Agrokor is being implemented.” Ivancic says that “it’s definitely going to be a challenge. But all sides are keen to settle this, as was the purpose of the Lex Agrokor in the first place.”
At the EU level, long-term discussions on unfair trading practices in the food supply chain have resulted in the Proposal for a Directive that is currently in process. The Republic of Croatia has already adopted a law with a similar subject matter – the Act on Tackling Unfair Trading Practices in the Food Supply Chain (the “Act”) – which entered into force at the end of 2017. The Act concerns business-to-business relations and aims to protect suppliers (including primary producers) in their relations with resellers, buyers, and processors with significant negotiating power. The authority in charge of implementing the Act is the Croatian Competition Agency (the “Agency”), which the legislator considers the most competent to handle these matters due to its experience in abuse of dominance cases in competition law.