The International Comparative Legal Guide To: Mergers & Acquisitions 2012 - Slovenia

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The International Comparative Legal Guide To: Mergers & Acquisitions 2012 - Slovenia

This article appeared in the 2012 edition of The International Comparative Legal Guide to: Mergers & Acquisitions 2012; published by Global Legal Group Ltd, London

1 RELEVANT AUTHORITIES AND LEGISLATION

1.1 What regulates M&A?

In Slovenia, different aspects of M&A are regulated by different respective bodies of law: the corporate law aspects are subject to the Companies Act; and the takeovers stricto sensu (takeovers of public companies) are regulated by the Takeovers Act and the Financial Instruments Market Act. Apart from that, regulations provided for by, inter alia, the Prevention of the Restriction of Competition Act, Labour Law, Code of Obligations, etc. represent the competition, labour and general civil law M&A framework, respectively.

Certain sector-specific regulations, e.g., the Insurance Act, the Banking Act, the Investment Funds Act, and the Media Act, etc., provide for special regimes with respect to mergers/acquisitions of certain regulated corporate entities.

Certain additional requirements with respect to acquisitions and reorganisations of municipality/state-owned companies are governed by the Public Finance Act.

1.2 Are there different rules for different types of company?

In general, the Slovenian takeovers regime (e.g. the obligation to submit a public offer and comply with the respective procedure) only applies to public companies, i.e. to joint-stock companies, the shares of which are listed (i.e. entered into/traded with on an organised market).

However, an acquisition of a non-listed joint-stock company may be subject to the regulation set forth by the Takeovers Act if certain requirements regarding the size of the target company are met (at least 250 shareholders or total assets of at least EUR 4 million). Furthermore, the Takeovers Act and the Financial Instruments Market Act provide for certain specific rules when the subject of an M&A transaction is a listed company. However, a non-listed joint- stock company which fulfils the requirements of the Takeovers Act (see above) may also be subject to such specific rules of the Financ...

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