The International Comparative Legal Guide to: Mergers & Acquisitions 2013 - Slovenia

Mondaq Business BriefingSlovenia Articles in EnglishCorporate/Commercial Law (2013)

Linked as:

Extract


The International Comparative Legal Guide to: Mergers & Acquisitions 2013 - Slovenia

1 RELEVANT AUTHORITIES AND LEGISLATION

1.1 What regulates M&A?

In Slovenia, different aspects of M&A are regulated by different bodies of law. The company law aspects (corporate governance, corporate finance, changes to the corporate form and mergers) are subject to the Companies Act. Certain aspects of takeovers of public companies (the mandatory bid rule, the takeover offer process, target defence restrictions) are regulated by the Takeovers Act. Moreover, the Markets in Financial Instruments Act and the Ljubljana Stock Exchange Rules provide a regulation of the capital markets aspects of M&A. Apart from that, the Slovenian M&A framework is set by regulations provided for by, inter alia, the Competition Act, the Labour Law Code of Obligations and the Rights in Rem Act.

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?

The takeovers regime stricto sensu (the Takeovers Act - mandatory bid rule, the takeover offer process, target defence restrictions) only applies with regard to acquisitions of (i) listed public limited companies (i.e. joint-stock companies, the shares of which are admitted to trading on an organised market), and (ii) non-listed joint-stock companies 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).

Similarly, capital markets regulations (such as market transparency and market abuse) only apply in regard to such companies. For example, the Financial Instruments Market Act provides for certain reporting obligations with regard to stakebuilding in a listed company. Once a single shareholder (option holder, a person entitled to jointly exercise voting rights, etc.) has reached such 5, 10, 15, 20, 25, 1/3, 50 or 75% of...

See the full content of this document


ver las páginas en versión mobile | web

ver las páginas en versión mobile | web

© Copyright 2017, vLex. All Rights Reserved.

Contents in vLex Slovenia

Explore vLex

For Professionals

For Partners