Private mergers and acquisitions in Croatia: overview

Transcription

1 MULTI-JURISDICTIONAL GUIDE 2014/15 PRIVATE MERGERS AND ACQUISITIONS Country Q&A Private mergers and acquisitions in Croatia: overview Josip Marohnić, Danijel Pribanić and Aleksandra Raach Odvjetnici (Attorneys-at-law) in association with Karanovic & Nikolic Ljubica Ćubela, Odvjetnički vježbenik (Associate) at Law Office Pribanić in association with Karanovic & Nikolic global.practicallaw.com/ CORPORATE ENTITIES AND ACQUISITION METHODS 1. What are the main corporate entities commonly involved in private acquisitions? The main corporate entities commonly involved in private acquisitions are the: Private limited liability company (društvo s ograničenom odgovornošću). Joint stock company (dioničko društvo). The minimum share capital for private limited liability companies is HRK20,000. Simple limited liability companies with EUR1.35 capital have been recently introduced. However, if such a company generates reserves used for mandatory share capital of more than HRK20,000, regular limited liability companies provision apply. The minimum share capital for a joint stock company is HRK200, Are there any restrictions under corporate law on the transfer of shares in a private company? Are there any restrictions on acquisitions by foreign buyers? Share purchases: advantages/asset purchases: disadvantages The main advantages of share purchases/disadvantages of asset purchases are: Simplicity (the entire business is transferred subject to change of control provisions). On an asset purchase, all the assets to be transferred must be identified and individually transferred. Business contracts are generally unaffected unless they contain change of control provisions (although restrictions in third party contracts may sometimes not reflect the precise structure used). A company owning an asset is transferred free of local taxes, while property transfers are subject to a 5% transfer tax in an asset purchase. An asset purchases attracts VAT, while share transfers do not. In a share purchase, tax losses generated in the target company are carried forward. Share purchases: disadvantages/asset purchases: advantages The main advantage of an asset purchase/disadvantage of a share purchase is that the buyer has the freedom to pick and choose assets that it wishes to acquire and generally leave liabilities with the seller. This also protects the buyer from any hidden liabilities undiscovered by its due diligence. Restrictions on share transfer A company incorporation deed can restrict share transfers by making them conditional on certain events. Examples of such events include: Corporate approval. Shareholder's pre-emption or right of first refusal. Foreign ownership restrictions There are no restrictions on acquisitions by foreign buyers. Foreign buyers are free to acquire shares, just as local entities and individuals are. 3. What are the most common ways to acquire a private company? What are the main advantages and disadvantages of a share purchase (as opposed to an asset purchase)? 4. Are sales of companies by auction common? Briefly outline the procedure and regulations that apply. Shares can be subject to public auction. However, public auctions most commonly take place for assets, rather than shares of companies, as part of a collection or a company winding-up procedure. Purchasing assets at an auction is a legitimate and common way of purchasing an asset that is free of historical issues/liabilities. Sale of both shares and assets at auctions are subject to the same rules. At the first collection auction, a share or an asset can be sold for as low as two thirds of the valuation, and at the second one for 50%. The final valuation is set by the collection court. Parties can submit their evidence to support the valuation, and the court can ask the tax administration for input. Share purchases are the most common way to acquire a private company and are more common than asset purchases. This article was first published in the Private mergers and acquisitions Multi-Jurisdictional Guide 2014/15 and is reproduced with the permission of the publisher, Thomson Reuters. The law is stated as at 1 October 2014.

2 Country Q&A PRELIMINARY AGREEMENTS SHARE SALES 5. What preliminary agreements are commonly made between the buyer and the seller before contract? 8. What common conditions precedent are typically included in a share sale agreement? The term preliminary agreement (predugovor) has a different meaning than in common-law jurisdictions. In Croatia, a preliminary agreement is a binding agreement whose parties undertake the obligation to subsequently enter into a main agreement. Parties should be very clear to show that their pre-agreement exchange is non-binding. Negotiations preceding entering into a contract are generally not binding. The most common non-binding forms of exchange in negotiations are: Letters of intent. Term sheets. Heads of terms. However, a party that has negotiated or broken off negotiations contrary to the principles of good faith and fair dealing is liable for the damage caused to the other party. It is contrary to the principle of good faith and fair dealing for a party to enter into negotiations with the other party with no real intention of reaching an agreement with the other party. Generally, each party bears its own expenses in connection with any preparations to enter into a contract. Any joint expenses are covered in equal proportions. ASSET SALES 6. Are any assets or liabilities automatically transferred in an asset sale that cannot be excluded from the purchase? The transfer of assets from a going concern can entail the assignment of liabilities tied to the particular asset. Historical liabilities (such as tax liabilities) that were specifically tied to the asset transferred remain with the seller, but the buyer becomes jointly and severally liable for the debt. For example, the Employment Law implementing Directive 2001/23/EC on safeguarding employees' rights on transfers of undertakings, businesses or parts of businesses (Transfer of Undertakings Directive) provides special protection in transfer of employees. Under this law, employment contracts of the relevant employees are also transferred when either: A debt tied to the asset is assigned to the acquirer. The whole or part of a company is transferred to a new company. 7. Do creditors have to be notified or their consent obtained to the transfer in an asset sale? Creditors do not have to be notified of an asset sale. However, if an asset sale represents asset stripping that would most likely result in seller bankruptcy, or otherwise makes the seller unable to pay its creditors, the creditors can challenge the sale, within certain time periods and subject to proving certain conditions. Conditions precedent in a share sale agreement can be drafted to resolve specific issues that have arisen in a due diligence. Some of these conditions are made into formal preconditions to the sale, such as: Pre-emption rights and options waivers. Release of shares pledge or other pledges (usually escrowed, and conditional on the payment). Fulfilment of certain repairs. A failure to fulfil the conditions precedent usually leads to the payment of liquidated damages or the termination of sale. Other conditions precedent are to resolve statutory matters. For example, conditions to ensure the: Approval of competition authorities. Clearance of industry-specific requirements. SELLER'S TITLE AND LIABILITY 9. Are there any terms implied by law as to the seller's title to the shares in a share sale? Is any specific wording necessary and do buyers normally impose a higher standard than is implied by law? The specific shareholding is certified by the target company and the certificate is submitted to a public companies registry along with the share transfer agreement and held with the Commercial Court. The Court's jurisdiction will be based on the location of the company's registered office. Sellers commonly provide additional title and no-encumbrance warranties on, for example: Clean historical title. Possession powers. No unrecorded encumbrances. At a minimum, a share transfer agreement must identify the share and indicate whether it is being transferred by way of a sale or a transfer free of charge. 10. Can a seller and its advisers be liable for pre-contractual misrepresentation, misleading statements or similar matters? Seller Sellers can be liable for pre-contractual misrepresentations made that would have induced the buyer into purchasing the shares and defects revealed after the sale. The parties can elaborate on this liability by contract. Liability for such misrepresentations can entail price reductions, transfer terminations and/or damage recovery. Limitations or exclusions of liability for fraudulent misrepresentations or known defects will not be upheld in a dispute resolution. Advisers Liability of advisers is limited to their knowledge and negligence. In most cases, the seller will be liable and the adviser will be under a duty to indemnify the seller for the misrepresentation.

3 MAIN DOCUMENTS WARRANTIES AND INDEMNITIES Country Q&A 11. What are the main documents in an acquisition and who generally prepares the first draft? 14. Are seller warranties/indemnities typically included in acquisition agreements and what main areas do they cover? The main documents in an acquisition are the share purchase agreement and the share transfer agreement, both usually prepared by the buyer. Both can be contained in a single document, but as the transfer instrument is deposited and publicly available at the registry, parties usually prefer to separate the documents. ACQUISITION AGREEMENTS 12. What are the main substantive clauses in an acquisition agreement? The main substantive clauses in an acquisition agreement are: Execution location and date. Parties. Definitions. Share identification. Price and possible adjustments. Conditions precedent. Closing mechanics. Signing and closing interim period provisions and post-closing actions. Warranties and representations. Boilerplate, including: - entire agreement; - confidentiality; - assignment; - governing law and jurisdiction; - execution cost and counterparts; and - bilingual document interpretation provisions. Property acquisition agreements usually do not separate closing from the signing. 13. Can a share purchase agreement provide for a foreign governing law? If so, are there any provisions of national law that would still automatically apply? It is common to provide for representations and warranties in both share and asset sales. Share sales Share sales usually provide representations and warranties regarding the: Corporation's valid existence. Title to the shares. Tax and reporting issues. Seller's authority to sell the shares. State of the assets. Employee matters. Pending and historical disputes. Legal compliance. Full disclosure. Asset sales Assets sales provide representations and warranties that refer to: Title to the assets. Any liabilities that may be attached to such assets. The seller's authority to enter into the agreement. Pending and historical disputes. Full disclosure. 15. What are the main limitations on warranties? Limitations on warranties Warranties can be limited to matters within the seller's knowledge. The parties can also contractually impose certain caps and thresholds. However, the law does not recognise limitations or exclusions of liability for breaches made intentionally or due to gross negligence or fraud. Qualifying warranties by disclosure Warranties are usually qualified by disclosure, and the list of documents/matters disclosed is appended to the acquisition agreement. A transfer of shares in a Croatian company must be presented in a special format to a Croatian notary public and must be subject to Croatian law. However, if the purchase involves a foreign governing law, the parties can sign a separate foreign-law governed share purchase agreement to resolve the other aspects of the sale. To effect the transfer, a separate transfer instrument under Croatian law must also be signed and compliant with the above requirements. 16. What are the remedies for breach of a warranty? What are the time limits for bringing claims under warranties? Remedies The remedies for breach of warranty are usually a price reduction, damages and/or termination of the agreement. Time limits for claims under warranties Claims can be brought within two years from the date the shares were transferred. It is sensible to align certain warranties (such as tax warranties) with the statute of limitations (up to six years).

4 Country Q&A CONSIDERATION AND ACQUISITION FINANCING 17. What forms of consideration are commonly offered in a share sale? Forms of consideration The most common form of consideration is cash, either funded out of the buyer's own resources or, more often, funded by debt. Factors in choice of consideration Factors for the seller. The most relevant factor for the seller in the choice of consideration is whether it wants cash and a complete exit from the target business or to retain an interest in the combined business. Factors for the buyer. If a buyer has insufficient cash (within its own resources) or is unable to raise what it requires from third parties, it must consider whether it can satisfy some or all of the consideration in shares. The buyer may also see value in issuing shares as consideration, to ensure that the seller (particularly where the seller is a key individual manager) has a continuing commitment to the combined business. 18. If a buyer listed in your jurisdiction raises cash to fund an acquisition by an issue of shares, how is the issue typically structured? What consents and regulatory approvals are likely to be required? Structure If a buyer in Croatia raises cash to fund an acquisition by an issue of shares, the issue must be structured as a public offer. Private rights issues are also possible but the funding possibilities are usually limited to the existing shareholders. Consents and approvals Public offers requiring a prospectus must be approved by the Croatian capital markets supervising authority, the Croatian Financial Services Supervisory Agency. The Agency must decide on the approval of a prospectus within ten working days following the submission of the draft prospectus. Once approved, the issuer must: Publish the prospectus on its website. File quarterly, bi-annually and yearly reports with the Agency. A prospectus must contain all the information necessary to assess the: Issuer's assets and the debts, financial situation, profits and losses, and development perspectives. Rights that stem from the securities. In addition, a prospectus must: Be accurate, complete, consistent, and easy to read and analyse. Contain the relevant information concerning the issuer, the securities that are to be offered publicly and must have a summary. There are certain situations where the summary is not required. Shareholders and company management must take part in the process and provide the consents required before the issue. Preemption rights are an issue usually dealt with at this stage. Requirements for a prospectus A public offer of securities is not allowed within the territory of the Republic of Croatia unless a valid prospectus is published with regard to the offer prior to publishing the offer. The foreseeable market capitalisation of the shares for which the application for admission to official listing is submitted must be at least HRK8 million (EUR1.1 million). A prospectus is not issued: When the offer is made to the qualified investors. When the offer is addressed to less than 150 non-qualified investors. When the amount paid per investor is at minimum EUR100,000. When the individual nominal value of the securities offered is at minimum EUR100,000 per security. When the total nominal value of the securities offered in the EU is EUR100,000, calculated over a 12-month period. For an offering of the previously issued shares of the same class, if the share capital has not been increased by their issuance. For securities offered as substitute compensation in cases of takeover offers. For offers of securities in cases of merger and division. For shares issued to the existing shareholders when the share capital is increased from the company's reserves, and when the shares are offered or granted to the existing shareholders for free or as a dividend. For securities offered or granted to the former or current members of a management board or employees by their employer or its affiliate, provided that those companies have the main office or registered seat in the EU and that a document containing information on shares is made available. For the securities offered to investors in the pre-bankruptcy settlement proceedings. In exceptional cases, a prospectus is not required for listing on the stock exchange when the: Securities have already been listed on a foreign stock exchange for longer than 18 months. Issuer has fulfilled all the requirements regarding the foreign stock exchange listing. Issuer has made a summary of the prospectus in the Croatian language and it has been approved by the Agency, and published according to the rules for publishing prospectuses. Securities have already been listed on the same stock exchange, and in the 12-month period represent less than 10% of the total number of the same class of shares. Securities issued for the exchange of the already existing same class of shares. In addition, a public offer of securities can be made without the prior publication of the prospectus in the following cases: Public offer of securities in connection with a takeover by means of an exchange offer, provided that a document is available that contains information considered equivalent to the information contained in the prospectus. Public offer of securities to be allotted in connection with a merger or division, provided that a document regarding the securities is available that contains information considered equivalent to the information contained in the prospectus.

5 19. Can a company give financial assistance to a potential buyer of shares in that company? 21. Do different types of document have different legal formalities? What are the formalities for the execution of documents by companies incorporated in your jurisdiction? Country Q&A Restrictions Financial assistance restrictions apply to the purchase of shares in joint stock companies. Under the Companies Act, such transactions are null and void. However, financial assistance restrictions do not apply to limited liability companies. Exemptions In addition to financial assistance restrictions not applying to limited liability companies (see above, Restrictions), these restrictions do not apply to ongoing legal operations of credit and financial institutions and in cases where the financial assistance is given in order for the employees of the company or its subsidiary to purchase the shares. This exemption is subject to the following additional conditions: The market price of shares must be fair. Approval of a general meeting of shareholders must be obtained. The financial assistance cannot lead to a decrease of the company's net assets under the legally required level. SIGNING AND CLOSING 20. What documents are commonly produced and executed at signing and closing meetings in a private company share sale? Signing Documents commonly produced and executed at signing meetings include: Share purchase agreement. Powers of attorney. Escrow agreements. Release certificates (for the pledges). Party identity documents (registry extracts for legal persons). Closing Documents commonly produced and executed at closing meetings include: Share transfer instrument (if not contained as a conditional instrument within the share purchase agreement). Powers of attorney for making the changes with relevant registries (companies' registry or registry of pledges). Registry changes to the management and/or supervisory board (shareholder decisions on the changes and post acceptance formalities). Registry application prepared by the notary public. Security releases issued by the security beneficiaries. Share options/transfer restrictions or waivers issued by relevant beneficiaries. In some cases, shareholder(s) adopting new articles or other corporate documents for the target. There are three legal formalities for documents: Signature. Signature certified by public authority (such as notary our court clerk). Documents made in the form of a notarial deed. The share transfer instrument must be in the form of a notarial deed. This requirement also applies to the share purchase agreement if both the share purchase agreement and share transfer instrument are contained in the same document. If the escrow account is made with the notary public, the underlying document must be in the form of a notarial deed. Other documents ancillary to the transfer, such as new list of shareholders, registry application, no-debt statement and so on, usually require certified signatures. A valid power of attorney can be used if signing parties are unable to personally attend. 22. What are the formalities for the execution of documents by foreign companies? Foreign companies must provide an extract from the company registry in their jurisdiction, as proof of their identity and representative powers. If no representative powers are provided in the extract, it is necessary to obtain the articles of association of the foreign company. All foreign-language documents must be translated by chartered court interpreters. The share purchase agreement can be signed outside of Croatia. However, the share transfer agreement must be signed in Croatia in front of a Croatian notary public. 23. Are digital signatures binding and enforceable as evidence of execution? Under the Croatian E-Signatures Law, digital signatures are admissible and recognised as valid. However, digital signatures are seldom used in practice. In theory, notarial deeds can be signed electronically, but they are never signed this way in practice. 24. What formalities are required to transfer title to shares in a private limited company? The following formalities are required to transfer title to shares in a private limited company: The valid execution of a share transfer instrument (within the share purchase agreement or as a separate document). Proof of the signatories' identity. Individuals are identified on the basis of their passports, but for EU residents a domestic ID from their home country will suffice. Proof of the signatories' representative powers.

6 Country Q&A TAX 25. What transfer taxes are payable on a share sale and an asset sale? What are the applicable rates? Share sale No transfer taxes are payable on the sale of shares. Asset sale The following taxes apply to asset sales: VAT at 25%. For a transfer of real estate: 5% real estate tax. For transfers of motor vehicles, boats and airplanes: 5% sales tax. or receive a tax relief (100% of the stipulated tax rate), for a maximum of ten years from the year the investment started. 29. Are other taxes potentially payable on a share sale and an asset sale? Goodwill that arises in acquisitions is generally subject to annual impairment testing for accounting purposes. Any impairment of goodwill cannot be deducted for tax purposes under Croatian legislation. 30. Are companies in the same group able to surrender losses to each other for tax purposes? For example, can interest expenses incurred by a bid vehicle incorporated in your country be set off against profits of the target before tax? 26. What are the main transfer tax exemptions and reliefs in a share sale and an asset sale? Are there any common ways used to mitigate tax liability? Share sale Share sales are not subject to VAT. Asset sale In a transfer of assets, if the assets are registered as a contributionin-kind to the share capital of a company, the transfer taxes (see Question 25) will be eliminated, as well as the VAT. 27. What corporate taxes are payable on a share sale and an asset sale? What are the applicable rates? Tax is potentially payable on capital gains arising from the sale of shares and most other assets (broadly the difference between the seller's acquisition cost and sale price). Other taxes include a: 20% corporate profits tax. 12% dividend tax. 28. What are the main corporate tax exemptions and reliefs in a share sale and an asset sale? Are there any common ways used to mitigate tax liability? Reinvested profits (that is, profits not distributed but kept in the company and invested as a share capital increase) are not subject to the payment of capital gains and dividend tax. In addition, a taxpayer may be exempt from corporate profit tax or receive a tax relief (50% of the stipulated tax rate), for a maximum period of five or ten years from the year the investment started, depending on the: Level of investment (minimum EUR50,000 or EUR1 million). Number of employees (at least three or five new employees). A taxpayer may also be exempt from corporate profit tax or receive a tax relief (75% of the stipulated tax rate), for a maximum period of ten years from the year the investment started if the minimum investment is between EUR1 million and EUR3 million and if the investor employs at least ten new employees. If the investment is over EUR3 million and the investor employs at least fifteen new employees, a taxpayer will be exempted from corporate profit tax Companies in the same group cannot surrender losses to each other for tax purposes. Each company must file a separate tax return and consolidated tax returns are not permitted. In the absence of tax-grouping provisions, a deduction for interest payments on borrowed funds is generally achieved through the subsequent merger of the Croatian holding company and the target company. In the case of a share acquisition, tax losses generated by the target company remain with the target company. Tax losses may be passed to the purchaser if the purchaser and target merge. The losses can be carried forward for five years from the year in which they were incurred and reported by the company, irrespective of the acquisition having taken place. For the purchaser to have the right to utilise tax losses, it must satisfy both of the following conditions: For two years prior to the statutory change, the target must have performed business activities. For two years after the statutory change the registered activities of the target must not be significantly amended (for example, a shipyard must not become a hotel, and so on). EMPLOYEES 31. Are there obligations to inform or consult employees or their representatives or obtain employee consent to a share sale or asset sale? Asset sale If an asset sale is part of the sale of an undertaking, the employees and the employee council must be notified of the transfer beforehand. Employees are automatically transferred to the buyer who, after the sale, will assume all liabilities. Regarding the past liabilities, the buyer is jointly and severally liable with the seller towards the employees. Share sale For share sales, no employee consent or notification is required.

7 32. What protection do employees have against dismissal in the context of a share or asset sale? Are employees automatically transferred to the buyer in a business sale? Business sale The Employment Law protects employees by providing automatic contract assignment and employment continuity in the transfer of a business. The seller must notify the: Buyer on all aspects of the employment relationship being transferred. Employees of the transfer and the details of the transaction. Employment dismissal is unaffected by the transfer. Share sale Strictly speaking, there is no transfer of employees, as the employees continue to work with the company. The transfer of shares does not affect their employment contracts or their status in any way. As the transfer of shares will not result in a change of employer, the employment status of the employees remains unchanged and their employment continuity will be recognised. Employment dismissal is unaffected by the transfer. PENSIONS 33. Do employees commonly participate in private pension schemes established by their employer? If an employee is transferred as part of a business acquisition, is the transferee obliged to honour existing pension rights or provide equivalent rights? impede effective competition in the market. A concentration will be considered to create or strengthen a dominant position if: At least one of the parties to the concentration has its seat and/or subsidiary in the Republic of Croatia, and based on the most recent financial statements, the total turnover (consolidated aggregate annual turnover) of all parties to the concentration (realised by the sale of goods and/or services in the global market) amounts to at least EUR130 million in the financial year preceding the concentration. Based on the most recent financial statements, the total turnover of each of at least two parties to the concentration realised in the national market of the Republic of Croatia, amounts to at least EUR13 million in the financial year. Notification and regulatory authorities Under the Competition Act (Zakon o zaštiti tržišnog natjecanja), notification is mandatory and the party obtaining control is obliged to provide the notification. If the thresholds for notification are met (see above, Triggering events/concentrations), the parties must notify the Croatian Competition Commission of the proposed concentration. The Competition Commission will then assess the compatibility of the concentration within three months. Substantive test In its assessment of the compatibility of a concentration, the Croatian Competition Agency will assess the concentration's effects on competition and possible limitations on market access, particularly where the proposed concentration creates or strengthens a dominant position of the undertakings concerned. Concentrations that create or strengthen a dominant position of the parties to the concentration are deemed incompatible with competition rules and will be prohibited. ENVIRONMENT Country Q&A Employees do not commonly participate in private pension schemes established by their employer. COMPETITION/ANTI-TRUST ISSUES 34. Outline the regulatory competition law framework that can apply to private acquisitions. Triggering events/thresholds Croatian competition rules prohibits concentrations (such as mergers and acquisitions of control) that would significantly 35. Who is liable for clean-up of contaminated land? In what circumstances can a buyer inherit and a seller retain liability in an asset sale and a share sale? The owner of the land, at the moment that the contamination is discovered, is liable for the clean-up. The buyer can ask for the seller to assume liability in the contract, and some liability might be covered by the seller's statutory defects liability. Liability of the seller for legal and factual defects in the object of sale is governed by general contract law. Narodne Novine W ONLINE RESOURCES Description. Original Croatian language text of the up-to-date legislation and bye-laws. Published and freely accessible at the Official Gazette of the Republic of Croatia. Pravosudna Akademija W Description. Provides Croatian legislation unofficially translated into English. The translations are for guidance only and are in some instances are out of date. Binding English-language versions are not officially made or available.

8 Country Q&A Practical Law Contributor profiles Josip Marohnić, Odvjetnik (Attorneyat-law) in association with Karanovic & Nikolic T F E josip.marohnic@karanovic-nikolic.com W Danijel Pribanić, Odvjetnik (Attorneyat-law) in association with Karanovic & Nikolic T F E danijel.pribanic@karanovic-nikolic.com W Professional qualifications. Croatia Areas of practice. M&A; real estate. Languages. English, German Professional associations/memberships. Croatian Bar Association; New York State Bar Association (non-resident attorney); International Bar Association, Croatian Country-Code Top-Level Domain Authority (arbitrator); ICC National Committee in the Republic of Croatia; Loan Market Association; LCIA Young International Arbitration Group; ICC Young Arbitrators Forum; Zagreb Municipal Court (official court interpreter for the English language). Professional qualifications. Croatia Areas of practice. Corporate; employment; banking and finance. Languages. English, Spanish, Italian, German Professional associations/memberships. Transparency International Croatia; Karlovac County Court (official court interpreter for the English language); Croatian Bar Association, International Bar Association. Aleksandra Raach, Odvjetnica (Attorney-at-law) in association with Karanovic & Nikolic T F E aleksandra.raach@karanovic-nikolic.com W Ljubica Ćubela, Odvjetnički vježbenik (Associate) at Law Office Pribanić in association with Karanovic & Nikolic T F E ljubica.cubela@karanovic-nikolic.com W Professional qualifications. Croatia Areas of practice. Corporate; tax. Languages. English, German Professional associations/memberships. Croatian Bar Association; Institute of Internal Auditors, International Bar Association. Professional qualifications. Croatia Areas of practice. Corporate; employment. Languages. English, Spanish, German Professional associations/memberships. Croatian Bar Association; International Bar Association; LCIA Young International Arbitration Group; ICC Young Arbitrators Forum.