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In the article the author analyses an open issue of calculating proxy votes in the takeover threshold according to Croatian Law. Since the Takeover Bids Directive does not specify the percentage of voting rights, which triggers the obligation to launch the takeover bid, nor the method for calculating the threshold, Member States are left to decide on these issues. The Croatian legislator has adopted the provisions on calculating the number and percentage of voting rights in Article 8 of the Croatian Takeover Act. ...

In the article the author analyses the position of shareholders who hold non-voting shares of the offeree company in the takeover process. By using the comparative method, the author emphasises the solutions adopted in the European and Croatian Law. According to the Takeover Bids Directive, as well as the Croatian Takeover Act, a mandatory takeover bid has to be published for the acquisition of the shares carrying voting rights in the company. By adopting this solution, the shareholders of non-voting shares are no...