SLOVENIA Law and Practice Contributed by: Tomaž Ilešič, Aleksandra Mitić, Ajas Midžan and Lea Zahrastnik, Rojs, Peljhan, Prelesnik & Partners
transaction timelines by declaring filings incomplete until additional market or competitor data is provided. However, the aggressive periodic daily turnover fines are rarely triggered, as notifying parties almost always comply with the CPA’s information requests to avoid
If the notifying party proposes commitments to the CPA, the proceedings – notwithstanding whether within Phase I or II – are to be extended by an addi - tional 15 working days ). In practice, the CPA may require the notifying par - ties to submit additional information or clarifications before it considers the filing complete, which effec - tively postpones the start of the review period. Impor - tantly, the CPA does not issue formal confirmations of completeness of notifications. Statutory time limits for issuing decisions are of an instructive nature only, meaning that no legal consequences arise if the CPA does not decide within those deadlines. Simplified Procedure Timeline A notified concentration may also be reviewed under a simplified procedure, typically reserved for cases that do not raise substantive competition concerns. While the statutory procedural deadlines formally remain the same as for a regular notification procedure, in prac - tice decisions are issued more quickly, as the assess - ment is limited to verifying whether the conditions for the simplified procedure are met rather than requiring a full substantive analysis. See also 3.10 Accelerated Procedure . 3.8 Pre-Notification Discussions With Authorities Parties can engage informally with the CPA before filing, and this is sensible for complex or borderline deals (for example, to discuss market definition or the need to notify). Such contacts are treated con - fidentially. In our recent practice, case handlers at the CPA have become more accessible and willing to engage in discussion on cases. Notably, this reflects the underlying principles of the General Administrative Procedure Act, under which the authority must both communicate with the parties and actively establish the material facts of the case. Accordingly, this means that the CPA also has an interest in obtaining as much relevant and comprehensive information as possible to reach a well-founded decision.
blowing up their transaction timeline. Inaccurate or Misleading Information
Under the Competition Act, if an undertaking inten - tionally or negligently provides incorrect, inaccurate or misleading information in the notification form or in response to the CPA’s request, the CPA can levy an administrative fine of up to 1% of the group’s total annual turnover in the preceding financial year. Substantively, if the CPA discovers post-clearance that it approved a transaction based on fraudulent or false market share or competitor metrics, it has the legal power to revoke the clearance decision entirely, meaning that the transaction is retroactively treated as an unapproved, illegal merger (gun jumping). In such cases, the CPA can order separate fines of up to 10% of global turnover for gun jumping. Importantly, the notification form requires a formal declaration of the notifying party confirming that all submitted information is complete, accurate and not misleading, placing responsibility on the notifying par - ties (and their representatives). 3.7 Review Process Phases and Timeline Review follows a two-stage structure similar to the EU model: • Phase I (within 25 working days from complete notification, the CPA shall issue a decision that the concentration (i) is not subject to the Competition Act provisions, (ii) does not raise serious competi - tion concerns, or (iii) does raise serious concerns, in which case the CPA shall commence the Phase II investigations); and • Phase II (within 60 working days of initiating Phase II investigations, the CPA shall issue a deci - sion with which it shall either approve or forbid the concentration).
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