The Cross-Border Patrol: A (Re)View Of Court Register Judges

This paper is an analysis and overview of the Croatian law which allows companies with an international dimension to re-organise their businesses on a European level. In the paper, special emphasis is given to the role of the court in the procedures of cross border conversions, mergers and divisions. The European Union Cross-Border Conversions, Mergers and Divisions rules were enacted on 10th November, 2023 transposing Directive 2019/2121/EU as regards cross-border conversions, mergers and divisions (referred to here as 'the Mobility Directive') into Croatian law. The common theme of this law (Croatian Companies Act) is that it provides new solutions to those considering the conversion, the merging, the division and moving of international operations within the European Economic Area. The principal benefit is that there is legal certainty as once the conversion, the merger or the division is approved by the competent authority (which in Croatia is the Commercial Court) in a member state the conversion, the merger or the division cannot subsequently be deemed null and void. The Croatian company must apply to the competent Commercial Court for a certificate of compliance with all needed requirements. The pre-conversion, pre-merger and pre-division and requirements required of that company, such a certificate being conclusive evidence that the Croatian company has properly completed the pre-conversion, pre-merger and pre-divsion requirements. Alongside the examination of legal sources and literature the authors pursue their research on the role of the Croatian court register judges in this procedures: control the legality of the conversion, the merger, the divsion. The paper gives key aspects of the law, regulations and analyses the Croatian legal regime, aiming at revisiting it in light of the 'transposition test' and the role of the court.