SLOVENIA Law and Practice Contributed by: Tomaž Ilešič, Aleksandra Mitić, Ajas Midžan and Lea Zahrastnik, Rojs, Peljhan, Prelesnik & Partners
FDI Screening and Foreign Subsidies Rules Non-competition issues are handled via entirely sepa - rate, distinct regulatory tracks running parallel to the merger control process. This review is conducted by a specialised panel within the relevant ministry (cur - rently the Ministry of the Economy, Labour and Sport): • Foreign subsidies are governed by the EU Foreign Subsidies Regulation, which is directly applicable in Slovenia but enforced by the Commission, not a Slovenian authority. There is no separate Slovenian foreign-subsidies filing. • FDI screening is run by the Ministry of the Economy, Labour and Sport under the Investment Promotion Act. It can apply in parallel to merger control, so a deal may need both CPA clearance and Ministry clearance (see also 9.1 Legislation and Filing Requirements ). 4.7 Special Consideration for Joint Ventures Full-function joint ventures are assessed like any other concentration for their structural effects. In addition, where the joint venture may lead to co-ordination between the still-active parent companies, the CPA can examine that risk under the rules on anti-compet - itive agreements, following the EU approach. 5. Decision: Prohibitions and Remedies 5.1 Authorities’ Ability to Prohibit or Interfere With Transactions The CPA can prohibit a deal that would significantly impede effective competition or clear the deal subject to conditions. To prohibit, it must show, in a reasoned decision, that the deal would significantly impede effective competition (typically by creating or strength - ening dominance) in a relevant Slovenian market. The CPA exercises its intervention powers through: • prohibition order (final administrative decision blocking the transaction); • conditional clearance (altering the deal by attach - ing legally binding conditions); and/or • administrative fines (in case parties ignore a prohibition or breach the conditions of a remedy package).
ket definition and remedies, as well as on the jurispru - dence of the Court of Justice of the EU. This approach is applied consistently across merger control, with any deviations being rare and generally limited to specific (local) aspects of market definition, while the overall framework remains closely aligned with EU practice. The CPA has, on occasion, also referred to the deci - sional practice of other competition authorities (eg, the UK Competition and Markets Authority), although this remains the exception rather than the rule; never - theless, it shows that foreign authority practice is not excluded a priori. 4.4 Competition Concerns As the Slovenian merger control regime and the CPA’s practice closely follows the EU framework and the Commission’s practice, the CPA routinely investigates the same categories of competitive harm as estab - lished by the EU guidelines and case law including: • horizontal non-coordinated effects (unilateral effects); • horizontal co-ordinated effects; • vertical concerns (foreclosure effects); • conglomerate or portfolio effects; and • elimination of potential competition. It weighs factors such as market shares, concentra - tion levels, barriers to entry and buyer power. 4.5 Economic Efficiencies Economic efficiency gains are recognised by the CPA but play a limited role. To count, claimed efficiencies must be merger-specific, verifiable, concrete and like - ly to benefit consumers, and the parties must provide credible evidence. Clearance will not rest on efficien - cies alone where the competitive harm is significant. Rather, they are frequently leveraged to negotiate more balanced, behavioural or structural remedies. 4.6 Non-Competition Issues The substantive test is purely competition-based. Matters such as employment, industrial policy, the environment or national interest are not part of the merger assessment, and there is no public-interest override in the Competition Act. Such concerns are addressed, if at all, through the separate foreign direct investment (FDI) and sector-regulator regimes.
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