A general introduction to merger control in Slovenia

All questions

Introduction

The Slovenian merger control regime is governed by the Prevention of Restrictions of Competition Act (the Competition Act).² In addition, the relevant EU merger legislation applies. Pursuant to Article 66 of the Competition Act, the competent authority for review of merger control is the Slovenian Competition Protection Agency (SCPA).

Notifications of mergers (crossing the statutory thresholds) to the SCPA are mandatory and, bearing in mind their suspensory effect, must always be submitted before the closing of the transaction and within the prescribed notification deadline. In order for merger control to become applicable, two requirements have to be met. First, the legal requirement of non-transitory change of control in an undertaking has to be satisfied.³ Second, the economic thresholds have to be met: (1) the combined Slovenian turnover of all the undertakings involved in the concentration has to exceed €35 million; and (2) the Slovenian turnover of the target, including its subsidiaries needs to surpass €1 million.⁴ The third possible threshold is the market share criterion: the participants to the transaction must have an individual or combined market share of 60 per cent or more in any relevant market in Slovenia, or wider geographic market that includes Slovenia. The aforementioned thresholds remained unchanged after the new 2022 Competition Act was enacted.

Despite the relatively short lifespan of the 2022 Competition Act, it has already been in existence long enough to be amended in February 2024. The original act was adopted because of developments in the EU competition legislation, which introduced the notion of administrative sanctions as a new category of infractions in the field of competition law. The foregoing is also set forth in the event of gun-jumping or the omission of duly notifying the SCPA of the merger. Moreover, the SCPA issued Guidelines for Determining and Imposing Administrative Sanctions for Administrative Infractions on 16 November 2023,⁵ yet jurisprudence on administrative sanctions in Slovenia remains non-existent. An important novelty is the possibility of a 'settlement', which entails the possibility of negotiations between the authority and the infringing parties on the conditions of assuming the liability for alleged breaches of competition law and the corresponding sanctions.

Similarly, the 2024 amendment was also adopted to implement EU regulations 2019/1150/EU and 2022/1925/EU. In addition, the Slovenian government adopted the new Regulation on the Content of the Notification Form of Concentration of Undertakings⁶ in February 2024, modernising the data requirements for merger control notifications.