SLOVAKIA Law and Practice Contributed by: Lukáš Michálik, Peter Makýš and Šimon Hora, Ments s.r.o.
from the point of view of compliance with the conditions laid down in the Securities Act, as well as with respect to the adequacy of the con- sideration for the shares. The Slovak Antimonopoly Office acts as regu- lator and assesses the takeover from the point of view of the protection of competition on the market. This is a condition of Slovak law and EU law. It is a completely stand-alone administra- tive procedure. (For larger transactions with an impact on the entire EU market, the European Commission acts as regulator.) The Antimonopoly Office must decide on the possible approval of the transaction within 25 business days. In the case of more complex transactions, the deadline may be extended by an additional 90 business days. In general, the launch of a new start-up does not require any special permits, with just the tradi- tional formal processes applied, such as inclu- sion in the commercial register, obtaining the appropriate business licences, and various tax administration and insurance procedures. However, differences may arise in cases where the start-up is to be active in regulated sectors such as fintech (provision of banking services, securities trading), pharmaceuticals and medi- cal devices or energy. In each of these cases, the regulator is a different authority (the National Bank of Slovakia, the State Institute for Drug Control and the Regulatory Office for Network Industries, respectively). 7. Overview of Regulatory Requirements 7.1 Regulations Applicable to a Technology Company
The duration of the licensing processes varies greatly depending on the type of licence or per- mit, the responsible authority, and so on. For illustration, however, the duration of the proce- dure for obtaining a licence for a start-up to pro- vide investment services, for example, can take anywhere from six to 18 months under current legislation. 7.2 Primary Securities Market Regulators The regulator for the primary securities market is the National Bank of Slovakia. 7.3 Restrictions on Foreign Investments For foreign investments from non-EU member states, approval must be obtained from the Ministry of the Economy of the Slovak Repub- lic for certain critical investments such as in the defence industry, major infrastructure (airports, gas pipelines, and power plants) or publishers of periodical press. The investments can only take place after approval has been received. There is also a standard obligation to obtain the approval from the Antimonopoly Office for competition law purposes if the transaction if to be carried out and fulfil legal requirements. The main conditions are meeting turnover crite- ria, which are set as a combination of turnover achieved by the parties to the transaction (eg, the participants have generated a cumulative turnover in Slovakia of at least EUR46 million and at least two participants have, at the same time, achieved turnover of at least EUR14 mil- lion each). Also, in certain matters relating to the financial markets, it is necessary to obtain the consent of the National Bank of Slovakia. Investments related to a company doing business in one of the regulated markets (eg, investments in banks, insurance companies, and securities traders) are
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