SLOVENIA Law and Practice Contributed by: Tomaž Ilešič, Aleksandra Mitić, Ajas Midžan and Lea Zahrastnik, Rojs, Peljhan, Prelesnik & Partners
stvo konkurence ; CPA). The CPA is an independent administrative authority with its own legal personality, separate from the Government, responsible for the enforcement of Slovenian antitrust and merger control rules. The main body of the CPA is its Council, com - posed of five members (including the Director, who chairs it). All Council members including the Director are appointed by the Slovenian parliament. In certain regulated sectors, merger transactions may also be subject to prior clearance or approval by the competent sectoral regulator, in parallel with the merger control proceedings before the CPA. Sectoral regulators that may be involved include, in particular, the Bank of Slovenia or ECB (for banks and other reg - ulated credit institutions), the Insurance Supervision Agency (for insurance and reinsurance undertakings) and the Securities Market Agency (for certain regu - lated entities on the capital markets). Such approvals are required under sector‑specific prudential or licens - ing legislation and do not concern the substantive assessment of the transaction from a competition law perspective. The competition law review of concentra - tions falls exclusively within the CPA’s competence, although the CPA may, where appropriate, co‑operate and exchange information with sectoral regulators within the limits of the applicable legislation. Merger control in Slovenia operates on the basis of a mandatory notification regime. Where the statu - tory jurisdictional thresholds under the Competition Act are met, the undertakings concerned are under a legal obligation to notify the concentration to the CPA, and the transaction is subject to a standstill obligation pending clearance. The notification obligation in Slovenia is triggered only where two cumulative conditions are satisfied: (i) a “legal” condition, requiring a qualifying change of control over another undertaking or part thereof; and (ii) an “economic” condition under Article 66 (1) of the Competition Act whereby the following statutory thresholds must be met cumulatively: 2. Jurisdiction 2.1 Notification Legal Nature of Notification
• the combined aggregate turnover achieved in Slo - venia in the financial year preceding the concentra - tion by all undertakings concerned (including all undertakings belonging to their respective groups) exceeded EUR35 million; and • the turnover achieved in Slovenia by the target undertaking (together with its group) exceeded EUR1 million. For the creation of a full‑function joint venture, the second limb of the economic condition is modified such that the EUR1 million turnover threshold must be met by at least two of the participating parent under - takings (together with their respective groups), each in the Slovenian market in the preceding financial year. Only turnover generated in the Slovenian market is taken into account for the purposes of these thresh - olds, and the EUR35 million threshold may be met even where this turnover is generated predominantly by a single undertaking concerned, provided that the additional EUR1 million threshold is also satisfied. Where both the legal and the economic conditions are fulfilled, the concentration must be notified to the CPA before implementation and no later than 30 days after the conclusion of the transaction agreement, the announcement of a public bid or the acquisition of control. In addition, where the turnover thresholds are not met but the undertakings involved in a transaction togeth - er with their respective groups have a combined mar - ket share exceeding 60% in a relevant market in the Republic of Slovenia, those undertakings are required to inform the CPA of such transaction. The CPA may than invite the undertakings to notify a concentration. In such cases, the filing must be submitted within 30 days of the CPA’s invitation. Exceptions Importantly, even where the turnover thresholds are technically met, notification in Slovenia is not required in the following circumstances, because the transac - tion either is caught by the EU Merger Regulation or falls outside the notion of a concentration under the Competition Act:
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