SLOVENIA Law and Practice Contributed by: Tomaž Ilešič, Aleksandra Mitić, Ajas Midžan and Lea Zahrastnik, Rojs, Peljhan, Prelesnik & Partners
• if the transaction has an EU dimension under the EU Merger Regulation and is therefore subject to exclusive review by the Commission; • if financial institutions are only temporarily acquiring shares with a view to resale , provided that they do not exercise the voting rights attached to those shares to influence the competitive behav - iour of the undertaking (or exercise such rights solely in preparation for the disposal), and further provided that they dispose of the shares within one year of their acquisition; or • in the case of purely intra-group transactions that do not result in a change of control, which are not regarded as concentrations for merger control purposes. Voluntary Filings Slovenian law does not provide for a general voluntary notification regime for transactions that do not meet the jurisdictional thresholds. However, since there is no formal mechanism for obtaining binding comfort from the CPA on non‑notifiable deals, parties may decide to notify a deal in order to obtain a legally bind - ing decision that it is not a notifiable concentration. In practice, the CPA issues few such decisions a year. 2.2 Failure to Notify Failure to Notify Failure to notify a notifiable concentration, late notifi - cation, or implementation of a notifiable concentration prior to CPA clearance (gun jumping) constitutes an infringement of the Competition Act and may trigger significant administrative sanctions. The CPA may impose an administrative fine of up to 10% of the aggregate annual turnover of the undertak - ing concerned, together with the other undertakings in its group, achieved in the preceding financial year, where the undertaking, intentionally or negligently: (i) failed to notify a concentration or notified it after the statutory deadline; (ii) implemented a concentration in breach of the standstill obligation; (iii) failed to imple - ment remedies or commitments attached to a clear - ance decision; or (iv) acted contrary to a prohibition decision or measures ordered to unwind an unlawful concentration.
In addition, the CPA may impose separate fines of up to 1% of the undertaking’s annual turnover for pro - viding incorrect, incomplete or misleading informa - tion, and periodic penalty payments of up to 5% of its average daily turnover to compel compliance with information requests or other procedural orders. Besides monetary sanctions, the CPA may, pursuant to the Competition Act, order measures to eliminate the effects of a prohibited concentration or a con - centration implemented in breach of remedies (eg, by requiring the unwinding of the transaction or divest - ing), where this is necessary to restore effective com - petition. Administrative Sanctions for Failure to Notify Failure to notify may lead to significant administrative sanctions. The CPA may impose a one-time fine of up to 10% of the undertaking’s annual turnover, consider - ing the seriousness of the breach, turnover, duration, and any mitigating or aggravating factors (in principle not less than 0.025%). In addition, a fine of between EUR5,000 and EUR10,000 may be imposed on the responsible per - sons of such undertakings and, if applicable, a fine of between EUR3,000 and EUR5,000 on a natural person already controlling at least one undertaking. If the nature of the infringement is particularly serious, a fine of between EUR15,000 and EUR30,000 may be imposed on the responsible person of a legal entity, and a fine of between EUR10,000 and EUR15,000 on a natural person already controlling at least one undertaking. Belated Notification Failure to notify the transaction promptly – within the 30-day deadline – exposes parties to the same sanc - tions as in the case of failure to notify. Late notifica - tion is treated as a distinct, and generally less serious, infringement from complete non-notification; although both fall within the same statutory ceiling, the fine cal - culation differs materially in practice. Implementation Before Clearance (Gun Jumping) Any legal acts carried out in breach of the suspension obligation are null and void. This nullity is permanent and not subject to limitation. If a notifiable transaction
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