SLOVENIA Law and Practice Contributed by: Tomaž Ilešič, Aleksandra Mitić, Ajas Midžan and Lea Zahrastnik, Rojs, Peljhan, Prelesnik & Partners
Rojs, Peljhan, Prelesnik & Partners Tivolska cesta 48, 1000 Ljubljana, Slovenia
Tel: +386 1 23 06 750 Email: office@rppp.si Web: www.rppp.si
1. Legislation and Enforcing Authorities 1.1 Merger Control Legislation Relevant Legislation Merger control in Slovenia is governed by the Preven - tion of Restriction of Competition Act (Slovene: Zakon o preprečevanju omejevanja konkurence ( ZPOmK - 2 ); the “Competition Act”). EU competition rules, in par - ticular the EU Merger Regulation, apply directly in Slovenia also. From 1 May 2026, special rules for media market concentrations that are set out in the Media Act (Slovene: Zakon o medijih ( ZMed - 1 )) apply also. As regards procedure for matters not regulated in the Competition Act, the General Administrative Procedure Act (Slovene: Zakon o splošnem uprav- nem postopku ( ZUP )) applies, and judicial protection rules are contained in the Administrative Dispute Act (Slovene: Zakon o upravnem sporu ( ZUS - 1 )). Several bylaws (decrees) supplement the Competi - tion Act, including the Decree on the Concentration of Companies Notification Form. Additional Guidance In addition, the Competition Protection Agency adopt - ed soft-law guidance (eg, Guidelines on Administra - tive Sanctions) and on its website publishes FAQ and final decisions. In practice, the Competition Protec - tion Agency (as well as Slovenian courts) follows EU case law and notices and guidance from the European Commission (the “Commission”) closely, even though such case law, notices and guidance are not formally binding for national proceedings.
1.2 Legislation Relating to Particular Sectors Two framework categories apply in addition to the typical merger control regime: • Foreign investment screening is regulated by the Investment Promotion Act (Slovene: Zakon o spod- bujanju investicij ( ZSInv )). It applies primarily to investors from non-EU countries (ie, third countries) and, in certain cases, to indirect investments made through EU entities. The regime applies to invest - ments that may affect national security, particularly in sectors such as critical infrastructure, critical technologies, strategic inputs, sensitive informa - tion, media, and projects of EU interest. • In particular sectors , prior clearance from a competent sectoral regulator is required for imple - mentation of an acquisition. These sectors include, inter alia, the banking, insurance and media sec - tors. Specifically, in the banking and insurance sec - tors, investors acquiring a qualifying holding (10% or more) must obtain approval from the relevant supervisory authority (Bank of Slovenia, European Central Bank (ECB) or Insurance Supervision Agency) before completing the transaction. In the media sector, media concentrations since 1 May 2026 are now assessed in separate proceedings by the Competition Protection Agency; however, a decree specifying the form of notification has not yet been adopted and there is no guidance from the Competition Protection Agency on procedure. 1.3 Enforcement Authorities The competent national authority for the enforcement of Slovenian merger control rules, including review of media concentrations, is the Slovenian Competition Protection Agency (Slovene: Javna agencija RS za var-
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