Title: Training in supervision of securities law
and the takeover law
Client: Croatian Securities Commission
Country: Croatia
Year: September 2001
Financing: World Bank
Description of project and services rendered
On December 14, 1995, the Croatian Securities Commission (hereafter, "the Commission" or "CROSEC") was established pursuant to the Law on Issuance and Sale of Securities. The objective of this technical assistance is to upgrade the comprehensiveness of CROSECs enforcement powers and to improve the skills of the staff of CROSEC¢s enforcement division.
Scope of the Work
Training of the staff of CROSEC¢s enforcement division in order to upgrade inspection, investigation and surveillance techniques regarding different issues from the Securities Law and the Takeover Law as for example: public offering and prospectus issues, keeping of the order book, disclosure of ownership, investigation of insider trading cases, investigation of market manipulation cases, investigation of spreading false information cases, issues relating to takeover bid from Takeover Law.
Work Plan
- Getting familiar with existing legal regulation in the Republic of Croatia concerning capital market, especially with Securities Law and Takeover Law.
- Training of the staff of CROSEC¢s enforcement division based on "case study method" in order to clear up and upgrade inspection, investigation and surveillance techniques regarding different issues from the Securities Law and the Takeover Law such as:
1. Law on the Issuance and Sale of Securities:
- definition of security;
- authority of Securities Commission in an enforcement action;
- definition of a public offer;
- definition of a prospectus;
- definition of an order book and the contents of that book (log) including a designation (note) for deadlines for entering information into the book/log;
- definition of a stock exchange;
- to exactly determine the amounts of thresholds and to determine when exactly the Commission should be reported to when the threshold has been exceeded is it at the moment of vote acquisition or share acquisition (portion of stock capital);
- every action that is considered price manipulation, how to prove intent of committing such an act;
- every action that is considered to be "leaking" authorized information, authority of the Commission to detect such actions and all of the material that is at the Commission's disposal for detecting such actions;
- approximate determination of criminal acts;
- to exactly determine ownership confirmation, deadlines and manner of issuance.
2. Law on the Takeover of Joint Stock Companies:
- to be more exact in the determination of what the concept of a takeover offer is;
- article 3: to prolong the deadlines listed in the article;
- to determine strictly the exact moment of obligation to publish a takeover offer;
- article 3, paragraph 2: do they have such an order;
- article 4 and 5: investigate if all exceptions are acceptable;
- definition of "common operation" (cooperation), models and forms that have arisen: to systematically breakdown;
- article 13, paragraph 2: price, can it be more flexible;
- article 25: saving shares- to clear up the provisions, make more flexible.
