Deals built around the commercial logic, not the template

Buyers want to know what they are actually acquiring and who bears the cost if it proves otherwise. Sellers want a clean exit and a price that holds. Minority investors want protections that Croatian company law does not supply by default.

Our work starts with structure: share or asset deal, tax and regulatory consequences, the sequence of steps to closing. Due diligence is scoped to findings that move price or documentation. We negotiate SPAs, SHAs and ancillary agreements, handle merger control and foreign investment filings, and coordinate tax, financial and foreign counsel. For international buyers, we flag the Croatian specifics early.

Service breakdown

Acquisitions & disposals

• Buy-side and sell-side share and asset deals involving Croatian companies

• Deal structuring, term sheets and letters of intent

• SPAs: price mechanisms (locked box, completion accounts, earn-outs), warranties, indemnities and limitations

• Sell-side preparation and vendor due diligence

• Signing, conditions precedent and closing, including notarial and court register steps

Due diligence

• Legal due diligence on Croatian targets: corporate, title to shares, material contracts, employment, real estate, litigation, permits

• Red-flag reports for early go/no-go decisions, full reports where needed

• Converting findings into specific indemnities, conditions and price adjustments

Clearances & regulatory steps

• Merger control filings with the Croatian Competition Agency (AZTN)

• Foreign direct investment screening under Croatia's 2025 FDI regime

• Qualifying-holding approvals for regulated targets (HANFA, Croatian National Bank, etc.)

• Employee transfer and works council requirements in asset deals and reorganisations

Joint ventures & shareholder arrangements

• Shareholders' agreements: governance, reserved matters, transfer restrictions, drag and tag, deadlock and exit

• Joint ventures between strategic partners

• Aligning articles of association with the SHA so that key protections bind the company, not only the shareholders

Reorganisations & governance

• Mergers, divisions and conversions, including cross-border operations

• Group reorganisations and carve-outs

• Setting up Croatian subsidiaries and branches for foreign groups

• Advising management and supervisory boards on authority, liability and shareholder resolutions