SLOVENIA Law and Practice Contributed by: Tomaž Ilešič, Aleksandra Mitić, Ajas Midžan and Lea Zahrastnik, Rojs, Peljhan, Prelesnik & Partners
3.9 Requests for Information During the Review Process The CPA may request further information at any stage from the parties and from third parties such as com - petitors, customers and suppliers. These requests can effectively stop the clock, since the review period only runs once the file is complete; incomplete or late responses may therefore delay the process or sus - pend the review. In addition, failure to comply with an information request may result in fines for obstruction of the proceedings. 3.10 Accelerated Procedure A simplified procedure is available where the deal rais - es no obvious concerns, typically for concentrations that would ordinarily be cleared without substantial doubt and where no particular complexities arise, in particular: • where there is no horizontal or vertical overlap between the parties’ activities; • where the combined market share of the under - takings concerned in horizontally related markets remains below 15% across any reasonably defined relevant market; • in vertically linked markets, where neither the individual nor the aggregate market share exceeds 25% under any plausible market definition; and • where a company already exercising joint control over another undertaking acquires sole control over that same undertaking. A simplified decision is short and confirms the deal’s compliance and the basis for using the simplified route. Outside this, clearance can be sped up through effective pre-notification work and prompt responses to information requests.
ply sources or distribution channels, existing legal or structural barriers to market entry, and broader sup - ply and demand trends. In addition, the assessment includes the interests of both intermediate and final consumers, as well as the level of technical and eco - nomic development, provided that such development benefits consumers and does not hinder competition. The substantive test employed regularly by the CPA is the Significant Impediment to Effective Competi - tion test. Concentrations are not permitted where they would materially restrict effective competition within the ter - ritory of the Republic of Slovenia, or a significant part of it, in particular where this leads to the creation or strengthening of a dominant position. 4.2 Markets Affected by a Transaction Determination of Affected Markets The CPA defines relevant product and geographic markets using the standard EU framework and looks at where the parties’ activities overlap or are vertically linked: • product market determination (it assesses the interchangeability of the products from the con - sumer’s perspective and supply-side substitutabil - ity); and • geographic market determination (it assesses the geographic area where the undertakings con - cerned are involved in the supply and demand of products or services, in which the conditions of competition are sufficiently homogeneous). De Minimis Level for Competitive Overlaps There is no formal statutory de minimis exclusion that automatically exempts a transaction from notification or review simply because an overlap is small. How - ever, in practice, deals with low combined shares (broadly under 15% horizontally or 25% vertically) are routinely cleared through the simplified procedure. In this respect, see 2.8 Foreign-to-Foreign Transactions and 3.10 Accelerated Procedure . 4.3 Reliance on Case Law The CPA places significant reliance on the Commis - sion’s decisional practice, including its notices on mar -
4. Substance of the Review 4.1 Substantive Test
When assessing transactions, the CPA primarily con - siders a range of factors including the market posi - tion of the undertakings concerned, their access to financing, the structure of the relevant market, and the degree of available alternatives for both suppli - ers and customers. It also considers access to sup -
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