SLOVAKIA Law and Practice Contributed by: Lukáš Michálik, Peter Makýš and Šimon Hora, Ments s.r.o.
ing regulated subjects – banks and insurance companies – or, partly, in transactions involving companies which have a certain type of licence issued by the regulator. 8. Recent Legal Developments 8.1 Significant Court Decisions or Legal Developments The most significant legislative changes in recent times concerning transactions (of a gen- eral nature, and not just technological transac- tions) is the entry into force of the new Act on Transformations of Commercial Companies and Cooperatives effective from March 2024. The legal regulation of transformations has been removed from the Commercial Code, where it was originally located, and has been moved to a become separate Act. It contains a unified and comprehensive legal regulation of the vari- ous ways in which legal entities with a legal suc- cessor are dissolved (ie, mergers, splits) for all legal forms of companies and co-operatives; the legal regulation of spin-offs; and changes in legal form, including cross-border variants. With regards to court decisions in M&A matters, only a minimum of M&A disputes reach the court, as they are usually resolved by agreement of the parties. Consequently, the decision-making practice is not yet well established and stable. 9. Due Diligence/Data Privacy 9.1 Technology Company Due Diligence The depth of due diligence depends on a num- ber of factors. For example, the time aspect (how long the due diligence can take), the sophistica- tion of the company that is the subject of the transaction, and also the sector in which the tar-
get operates. Companies in the due diligence process usually provide a certain package of information to all interested parties, and addi- tional information is provided only on the basis of specific requests from individual bidders. In addition, for major transactions, it is stand- ard practice to create a small clean team on the bidders’ side that will have access to the most sensitive documents and information, which are stored in a separate clean room. The reason for this practice is to restrict the access of as many people as possible to business sensitive infor- mation about the target company which could then be used unfairly when making business decisions. 9.2 Data Privacy Standard data protection rules (eg, GDPR rules) also apply to the due diligence process. There are no special rules for the process. The offeror is obliged to notify the decision to make a takeover bid to the board of directors of the target company and the National Bank of Slovakia in writing without delay. The offeror must publish the announcement of the takeover bid in a daily newspaper of national circulation. 10.2 Prospectus Requirements The obligation to publish a prospectus does not apply to public offers of securities if the total value of each such offer in the European Union, calculated over a 12-month period, is less than EUR1 million. As this is a harmonised legal regu- lation within the capital markets of the European Union, it is not decisive within the EU member 10. Disclosure 10.1 Making a Bid Public
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