SLOVENIA Law and Practice Contributed by: Tomaž Ilešič, Aleksandra Mitić, Ajas Midžan and Lea Zahrastnik, Rojs, Peljhan, Prelesnik & Partners
Group-Wide Definition Turnover comprises net revenue from the sale of prod - ucts and provision of services, minus net revenue from the sale of products and provision of services between group companies. Only Slovenian turnover (net rev - enues generated in the market of the Republic of Slo - venia) counts towards the thresholds. In general, the CPA routinely applies the Commis - sion’s framework and guidance, as developed through its practice and decisions on turnover calculation. Changes During the Reference Period The Competition Act does not contain explicit pro - visions for adjusting historical turnover figures to reflect mid-period structural changes. In the absence of national guidance on this point, the CPA follows EU precedent, under which parties are generally expect - ed to reflect completed structural changes, such as acquisitions or divestments that were finalised before the notification date, in the turnover figures submit - ted, so that the figures presented reflect the actual current scope of the group rather than its historical composition. 2.8 Foreign-to-Foreign Transactions Foreign-to-foreign transactions are caught by the Slo - venian merger control regime if they meet the statu - tory notification thresholds (see 2.1 Notification ). The statute makes no specific exceptions or exemp - tions simply because both the acquiring and acquired parties are based outside of Slovenia. Physical pres - ence, such as local subsidiaries, branches, assets or employees, is not required. Rather, generating suffi - cient Slovenian revenue is enough to trigger the obli - gation to notify the CPA under Competition Act. No other specific “local effects test” applies. If a trans - action meets the Slovenian revenue thresholds, a local effect is legally presumed to exist. Local effects can be triggered purely through import sales into Slovenia, even if neither party has a physical presence there. However, a notable procedural feature of recent years is the simplified procedure under Article 78 of the Competition Act, which is in practice often used pertaining to foreign-to-foreign transactions. Modelled
on the Commission’s simplified procedure, the Slove - nian regime shares its underlying concept, although it applies lower market-share ceilings than the EU equivalent. In practice, simplified decisions are typi - cally issued within a matter of weeks, offering parties a swift and predictable route to clearance where one of several alternative conditions is met: • no horizontal overlap and no vertical or neighbour - ing-market relationship between the parties; • a combined horizontal market share below 15% on all plausible market definitions; • a market share below 25% in any vertically related market; or • a move from joint to sole control, or an analogous structural change. Finally, and most importantly, if the target has no sales or assets in Slovenia, the standard turnover thresholds will not be met. 2.9 Market Share Jurisdictional Threshold Because the 60% rule as described in 2.1 Notification applies to an individual or combined market share, a single party can meet such specific statutory condi - tion on its own, even where there is no substantive overlap between the parties and if the turnover thresh - olds are not met. In that situation, the obligation to notify the CPA can be triggered by one party’s strong position alone. The undertakings concerned which are obtaining a market share exceeding 60% in the relevant Slovenian market are obliged to inform the CPA of such concentration. This, by effect, creates a call-in option for the CPA designed to capture concentrations that could sig - nificantly affect market structure due to the powerful market position of one participant. 2.10 Joint Ventures Only full-function joint ventures are subject to merger control. This means that only joint ventures that oper - ate as autonomous undertakings supplying goods or services to third parties on a lasting basis are subject to merger control. Purely contractual or co-operative joint ventures without operational autonomy are, how - ever, not subject to merger control.
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