SLOVENIA Law and Practice Contributed by: Markus Bruckmüller, Klemen Radosavljević and Matej Kraner, Wolf Theiss Attorneys-at-law
FDI Screening Slovenia has a foreign direct investment control mechanism that gives the Ministry of Economy, Tourism and Sport (the “Ministry” ) the authority to authorise, condition, prohibit or unwind a foreign direct investment if it poses a threat to the secu- rity or public order of the Republic of Slovenia. A foreign direct investment under the Slovenian Investment Act (Zakon o spodbujanju investicij (ZSInv)) is defined as (i) an investment by a for- eign (non-EU) investor intended to establish or maintain permanent and direct or indirect relations between the foreign investor and a company with its registered office in Slovenia through the initial and any subsequent acquisition of at least 10% of the shares or voting rights (share deals, capital increases, and reorganisations) or (ii) an invest- ment into tangible or intangible assets with which an investor acquires at least 10% of shareholdings or voting rights in a newly established company with its seat in the Republic of Slovenia (establish- ment of a new company). A foreign direct investment must be notified to the Ministry for screening if it may have an impact on the sectors listed in Article 31.č(5) of the Investment Act if the target company with its registered office in the Republic of Slovenia is actually and predominantly active in one of the critical sectors (eg, critical infrastructure, critical technology and dual-use goods, supply of criti- cal resources, access to sensitive information, freedom and plurality of the media and Projects in the interest of the European Union from Annex I of Regulation 2019/452/EU). Antitrust Regulations Under the Prevention of Restriction of Compe- tition Act ( Zakon o preprečevanju omejevanja konkurence (ZPOmK-2)), transactions con- stituting a concentration must be notified to the Slovenian Competition Protection Agency
cation. Different types of industry, such as bank- ing and insurance, have specific rules in place to monitor and control ownership stakes that could significantly influence the operation or manage- ment of entities within these sectors. Examples include: • Credit institutions – under Article 67 of the Slovenian Banking Act ( Zakon o bančništvu (ZBan-3)), acquiring a qualifying holding in a Slovenian credit institution requires approval from the European Central Bank, submitted through the Bank of Slovenia. A qualifying holding is defined as owning 10% or more of the capital or voting rights, or reaching higher thresholds (20%, 30%, or 50%). This applies to co-ordinated acquisitions, and acquiring control over the board or management may also be considered a qualifying holding. • Insurance companies – under Article 31 of the Slovenian Insurance Act ( Zakon o zavarovalništvu (ZZavar-1)), acquiring a qualifying holding in a Slovenian insurance company requires approval from the Slove- nian Insurance Supervision Agency (AZN). A qualifying holding is defined as owning at least 10% of the share capital or voting rights, or holding less than 10% but having signifi- cant influence over management. Acquisitions in other regulated industries (eg, media and energy) may also require prior approval or subject to reporting requirements to the relevant regulatory authority. In addition, FDI screening, antitrust regulations and threshold disclosure requirements in Slove- nia may be relevant, as outlined below.
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