Relevant Legislation

Merger control in Slovenia is governed by the Prevention of Restriction of Competition Act (Slovene: Zakon o preprečevanju omejevanja konkurence (ZPOmK-2); the “Competition Act”). EU competition rules, in particular the EU Merger Regulation, apply directly in Slovenia also. From 1 May 2026, special rules for media market concentrations that are set out in the Media Act (Slovene: Zakon o medijih (ZMed-1)) apply also. As regards procedure for matters not regulated in the Competition Act, the General Administrative Procedure Act (Slovene: Zakon o splošnem upravnem postopku (ZUP)) applies, and judicial protection rules are contained in the Administrative Dispute Act (Slovene: Zakon o upravnem sporu (ZUS-1)).

Several bylaws (decrees) supplement the Competition Act, including the Decree on the Concentration of Companies Notification Form.

Additional Guidance

In addition, the Competition Protection Agency adopted soft-law guidance (eg, Guidelines on Administrative Sanctions) and on its website publishes FAQ and final decisions. In practice, the Competition Protection Agency (as well as Slovenian courts) follows EU case law and notices and guidance from the European Commission (the “Commission”) closely, even though such case law, notices and guidance are not formally binding for national proceedings.

Two framework categories apply in addition to the typical merger control regime:

• Foreign investment screening is regulated by the Investment Promotion Act (Slovene: Zakon o spodbujanju investicij (ZSInv)). It applies primarily to investors from non-EU countries (ie, third countries) and, in certain cases, to indirect investments made through EU entities. The regime applies to investments that may affect national security, particularly in sectors such as critical infrastructure, critical technologies, strategic inputs, sensitive information, media, and projects of EU interest.
• In particular sectors, prior clearance from a competent sectoral regulator is required for implementation of an acquisition. These sectors include, inter alia, the banking, insurance and media sectors. Specifically, in the banking and insurance sectors, investors acquiring a qualifying holding (10% or more) must obtain approval from the relevant supervisory authority (Bank of Slovenia, European Central Bank (ECB) or Insurance Supervision Agency) before completing the transaction. In the media sector, media concentrations since 1 May 2026 are now assessed in separate proceedings by the Competition Protection Agency; however, a decree specifying the form of notification has not yet been adopted and there is no guidance from the Competition Protection Agency on procedure.

The competent national authority for the enforcement of Slovenian merger control rules, including review of media concentrations, is the Slovenian Competition Protection Agency (Slovene: Javna agencija RS za varstvo konkurence; CPA). The CPA is an independent administrative authority with its own legal personality, separate from the Government, responsible for the enforcement of Slovenian antitrust and merger control rules. The main body of the CPA is its Council, composed of five members (including the Director, who chairs it). All Council members including the Director are appointed by the Slovenian parliament.

In certain regulated sectors, merger transactions may also be subject to prior clearance or approval by the competent sectoral regulator, in parallel with the merger control proceedings before the CPA. Sectoral regulators that may be involved include, in particular, the Bank of Slovenia or ECB (for banks and other regulated credit institutions), the Insurance Supervision Agency (for insurance and reinsurance undertakings) and the Securities Market Agency (for certain regulated entities on the capital markets). Such approvals are required under sector‑specific prudential or licensing legislation and do not concern the substantive assessment of the transaction from a competition law perspective. The competition law review of concentrations falls exclusively within the CPA’s competence, although the CPA may, where appropriate, co‑operate and exchange information with sectoral regulators within the limits of the applicable legislation.

Legal Nature of Notification

Merger control in Slovenia operates on the basis of a mandatory notification regime. Where the statutory jurisdictional thresholds under the Competition Act are met, the undertakings concerned are under a legal obligation to notify the concentration to the CPA, and the transaction is subject to a standstill obligation pending clearance.

The notification obligation in Slovenia is triggered only where two cumulative conditions are satisfied: (i) a “legal” condition, requiring a qualifying change of control over another undertaking or part thereof; and (ii) an “economic” condition under Article 66(1) of the Competition Act whereby the following statutory thresholds must be met cumulatively:

• the combined aggregate turnover achieved in Slovenia in the financial year preceding the concentration by all undertakings concerned (including all undertakings belonging to their respective groups) exceeded EUR35 million; and
• the turnover achieved in Slovenia by the target undertaking (together with its group) exceeded EUR1 million.

For the creation of a full‑function joint venture, the second limb of the economic condition is modified such that the EUR1 million turnover threshold must be met by at least two of the participating parent undertakings (together with their respective groups), each in the Slovenian market in the preceding financial year.

Only turnover generated in the Slovenian market is taken into account for the purposes of these thresholds, and the EUR35 million threshold may be met even where this turnover is generated predominantly by a single undertaking concerned, provided that the additional EUR1 million threshold is also satisfied.

Where both the legal and the economic conditions are fulfilled, the concentration must be notified to the CPA before implementation and no later than 30 days after the conclusion of the transaction agreement, the announcement of a public bid or the acquisition of control.

In addition, where the turnover thresholds are not met but the undertakings involved in a transaction together with their respective groups have a combined market share exceeding 60% in a relevant market in the Republic of Slovenia, those undertakings are required to inform the CPA of such transaction. The CPA may than invite the undertakings to notify a concentration. In such cases, the filing must be submitted within 30 days of the CPA’s invitation.

Exceptions

Importantly, even where the turnover thresholds are technically met, notification in Slovenia is not required in the following circumstances, because the transaction either is caught by the EU Merger Regulation or falls outside the notion of a concentration under the Competition Act:

• if the transaction has an EU dimension under the EU Merger Regulation and is therefore subject to exclusive review by the Commission;
• if financial institutions are only temporarily acquiring shares with a view to resale, provided that they do not exercise the voting rights attached to those shares to influence the competitive behaviour of the undertaking (or exercise such rights solely in preparation for the disposal), and further provided that they dispose of the shares within one year of their acquisition; or
• in the case of purely intra-group transactions that do not result in a change of control, which are not regarded as concentrations for merger control purposes.

Voluntary Filings

Slovenian law does not provide for a general voluntary notification regime for transactions that do not meet the jurisdictional thresholds. However, since there is no formal mechanism for obtaining binding comfort from the CPA on non‑notifiable deals, parties may decide to notify a deal in order to obtain a legally binding decision that it is not a notifiable concentration. In practice, the CPA issues few such decisions a year.

Failure to Notify

Failure to notify a notifiable concentration, late notification, or implementation of a notifiable concentration prior to CPA clearance (gun jumping) constitutes an infringement of the Competition Act and may trigger significant administrative sanctions.

The CPA may impose an administrative fine of up to 10% of the aggregate annual turnover of the undertaking concerned, together with the other undertakings in its group, achieved in the preceding financial year, where the undertaking, intentionally or negligently: (i) failed to notify a concentration or notified it after the statutory deadline; (ii) implemented a concentration in breach of the standstill obligation; (iii) failed to implement remedies or commitments attached to a clearance decision; or (iv) acted contrary to a prohibition decision or measures ordered to unwind an unlawful concentration.

In addition, the CPA may impose separate fines of up to 1% of the undertaking’s annual turnover for providing incorrect, incomplete or misleading information, and periodic penalty payments of up to 5% of its average daily turnover to compel compliance with information requests or other procedural orders.

Besides monetary sanctions, the CPA may, pursuant to the Competition Act, order measures to eliminate the effects of a prohibited concentration or a concentration implemented in breach of remedies (eg, by requiring the unwinding of the transaction or divesting), where this is necessary to restore effective competition.

Administrative Sanctions for Failure to Notify

Failure to notify may lead to significant administrative sanctions. The CPA may impose a one-time fine of up to 10% of the undertaking’s annual turnover, considering the seriousness of the breach, turnover, duration, and any mitigating or aggravating factors (in principle not less than 0.025%).

In addition, a fine of between EUR5,000 and EUR10,000 may be imposed on the responsible persons of such undertakings and, if applicable, a fine of between EUR3,000 and EUR5,000 on a natural person already controlling at least one undertaking. If the nature of the infringement is particularly serious, a fine of between EUR15,000 and EUR30,000 may be imposed on the responsible person of a legal entity, and a fine of between EUR10,000 and EUR15,000 on a natural person already controlling at least one undertaking.

Belated Notification

Failure to notify the transaction promptly – within the 30-day deadline – exposes parties to the same sanctions as in the case of failure to notify. Late notification is treated as a distinct, and generally less serious, infringement from complete non-notification; although both fall within the same statutory ceiling, the fine calculation differs materially in practice.

Implementation Before Clearance (Gun Jumping)

Any legal acts carried out in breach of the suspension obligation are null and void. This nullity is permanent and not subject to limitation. If a notifiable transaction is implemented without clearance, the CPA may also impose gun-jumping fines and require measures to restore effective competition. An acquirer of shares in a target that is in breach of the filing obligation may lose its voting rights from the shares acquired, and consequently the other shareholders can judicially challenge any resolution that the target’s general assembly has passed on that basis.

Application in Practice

The CPA’s decisions issued in proceedings for establishing infringement or imposing fines are not published in full; once they become final, a non-confidential version should be published. Until then, the CPA typically makes available only summaries with limited information on its website. As a result, practitioners often rely on the CPA’s press releases, annual reports and the November 2023 Sanctions Guidelines to understand its enforcement practice and approach to fine calculation.

Administrative sanctions for competition law infringements were introduced only recently with the latest version of the Competition Act (ZPOmK-2), which has applied since 2023. Previously, fines were set in misdemeanour proceedings, usually conducted as a follow-on procedure to administrative proceedings. However, the new unified procedure no longer requires the conclusion of the administrative procedure first. The procedure also allows for a settlement between the CPA and the infringer, which can significantly reduce the level of the sanction.

Based on publicly available information, the most recent gun‑jumping enforcement action in Slovenia is a 2023 case (which was taken under the previous version of the Competition Act (ZPOmK-1)) in which the CPA imposed an aggregate fine exceeding EUR3 million for late notification and multiple instances of early implementation. It should be emphasised that this decision is not yet final, as it is currently subject to judicial review (ie, the misdemeanour procedure). While information regarding the case has entered the public domain, the decision itself has not (yet) been published by the CPA.

Nonetheless, the most instructive enforcement case remains the Agrokor/Costella decision from 2019. In that case, the CPA fined Agrokor a record amount of EUR53.9 million for failure to notify its acquisition of Costella; however, the Ljubljana District Court reduced the fine to EUR1 million (in the misdemeanour procedure), noting that the standstill obligation did not aim to harm market competition and could be attributed to the negligence of Agrokor’s then CEO. This decision demonstrates the CPA’s willingness to levy very large fines, but the court’s decision equally shows that they assess proportionality very carefully.

However, with the introduction of administrative sanctions, the competent appellate body has become the Administrative Court of the Republic of Slovenia. According to the publicly available data, the Administrative Court has not yet decided on any administrative sanctions in merger control matters.

Concentration arises whenever there is a lasting change of control over an undertaking or part of one. It can result from a merger of independent undertakings, the acquisition of all or part of another undertaking, or the creation of a full-function joint venture.

The mechanism of the transaction is irrelevant. Control may be acquired by way of purchase of securities or property, by contract, or otherwise. What matters is whether the transaction produces a lasting change of control. Accordingly, the following are all potentially caught, subject to thresholds:

• share acquisitions (full or partial);
• asset acquisitions (including acquisition of part of a business);
• mergers and statutory divisions;
• creation of full-function joint ventures; and
• acquisition of control through contractual means.

Purely contractual joint ventures or those lacking operational autonomy are excluded. Internal restructurings that do not change control, eg, a reorganisation within the same group, are also not caught.

However, under the Competition Act, control is defined functionally rather than by reference to the form of the transaction. Consequently, operations that do not involve a transfer of shares or assets may still constitute a qualifying change of control. Examples of arrangements that may be regarded as a concentration (ie, obtainment of qualifying control) include the following:

• a shareholders’ agreement granting a party veto rights over strategic decisions or otherwise conferring the ability to determine the target’s commercial or financial policy may constitute a concentration (particularly where a pre-existing minority shareholder acquires such rights for the first time and thereby obtains (joint) control); and
• changes to articles of association, such as amendments introducing or removing special rights, including supermajority requirements or reserved matters, can alter the control structure and constitute a concentration.

Definition of “Control”

“Control” of an undertaking or part thereof means rights, contracts or any other means which make it possible to exercise decisive influence over an undertaking or part of an undertaking, in particular through:

• ownership or rights to use all or part of the undertaking’s assets; or
• rights or contracts which confer decisive influence on the composition, voting or decisions of the organs of the undertaking, whereas “decisive influence” exists when a company has the ability to make strategic decisions regarding the economic policies of another company.

Acquisition of Minority or Other Interests Below the Level of Control

In principle, purely passive minority acquisitions that do not confer decisive influence are not caught, unless they result in control. Importantly, control over a minority share may arise on either a factual or legal basis.

Factual control can arise where capital is significantly dispersed and other shareholders do not intensively exercise voting rights, based on an analysis of past decision-making in the company’s bodies. Legal control arises where the minority shareholder holds special rights enabling decisive influence over strategic decisions, such as statutory veto rights over the budget, business plan, appointment of senior management, or major investments.

See 2.1 Notification.

Thresholds are turnover-based; thus, the question of asset book value or fair market value does not arise. Turnover is measured for the last financial year and on a group-wide basis, meaning the undertaking concerned together with the entities that control it and that it controls.

Turnover booked in a foreign currency is converted into euros, in practice using the average exchange rate for the relevant financial year. Where the business changed during the reference year (for example, through an acquisition or divestment), turnover is adjusted to reflect the businesses actually being acquired or retained.

Calculation of Jurisdictional Thresholds

See 2.1 Notification.

For the buyer side, the whole acquiring group’s Slovenian turnover counts. That means that for the combined EUR35 million threshold, the turnover of all undertakings concerned, including the acquirer and its group, is aggregated.

However, for the target, only the target’s turnover is included while the seller’s retained business is excluded (consistent with the EU approach), meaning that the annual turnover of the acquired company, including its affiliates but excluding the seller and its affiliates, must have exceeded EUR1 million in Slovenia in the previous financial year.

For a full-function joint venture, the economic condition is met if at least two of the parties (with their groups) each had more than EUR1 million of Slovenian turnover.

Group-Wide Definition

Turnover comprises net revenue from the sale of products and provision of services, minus net revenue from the sale of products and provision of services between group companies. Only Slovenian turnover (net revenues generated in the market of the Republic of Slovenia) counts towards the thresholds.

In general, the CPA routinely applies the Commission’s framework and guidance, as developed through its practice and decisions on turnover calculation.

Changes During the Reference Period

The Competition Act does not contain explicit provisions for adjusting historical turnover figures to reflect mid-period structural changes. In the absence of national guidance on this point, the CPA follows EU precedent, under which parties are generally expected to reflect completed structural changes, such as acquisitions or divestments that were finalised before the notification date, in the turnover figures submitted, so that the figures presented reflect the actual current scope of the group rather than its historical composition.

Foreign-to-foreign transactions are caught by the Slovenian merger control regime if they meet the statutory notification thresholds (see 2.1 Notification).

The statute makes no specific exceptions or exemptions simply because both the acquiring and acquired parties are based outside of Slovenia. Physical presence, such as local subsidiaries, branches, assets or employees, is not required. Rather, generating sufficient Slovenian revenue is enough to trigger the obligation to notify the CPA under Competition Act.

No other specific “local effects test” applies. If a transaction meets the Slovenian revenue thresholds, a local effect is legally presumed to exist. Local effects can be triggered purely through import sales into Slovenia, even if neither party has a physical presence there.

However, a notable procedural feature of recent years is the simplified procedure under Article 78 of the Competition Act, which is in practice often used pertaining to foreign-to-foreign transactions. Modelled on the Commission’s simplified procedure, the Slovenian regime shares its underlying concept, although it applies lower market-share ceilings than the EU equivalent. In practice, simplified decisions are typically issued within a matter of weeks, offering parties a swift and predictable route to clearance where one of several alternative conditions is met:

• no horizontal overlap and no vertical or neighbouring-market relationship between the parties;
• a combined horizontal market share below 15% on all plausible market definitions;
• a market share below 25% in any vertically related market; or
• a move from joint to sole control, or an analogous structural change.

Finally, and most importantly, if the target has no sales or assets in Slovenia, the standard turnover thresholds will not be met.

Because the 60% rule as described in 2.1 Notification applies to an individual or combined market share, a single party can meet such specific statutory condition on its own, even where there is no substantive overlap between the parties and if the turnover thresholds are not met. In that situation, the obligation to notify the CPA can be triggered by one party’s strong position alone. The undertakings concerned which are obtaining a market share exceeding 60% in the relevant Slovenian market are obliged to inform the CPA of such concentration.

This, by effect, creates a call-in option for the CPA designed to capture concentrations that could significantly affect market structure due to the powerful market position of one participant.

Only full-function joint ventures are subject to merger control. This means that only joint ventures that operate as autonomous undertakings supplying goods or services to third parties on a lasting basis are subject to merger control. Purely contractual or co-operative joint ventures without operational autonomy are, however, not subject to merger control.

In cases where a joint venture principally serves its parents or is set up for a limited duration, the CPA closely follows the Commission’s practice and decisional framework in assessing whether the full-function criterion is satisfied.

In the case of the establishment of a joint venture which performs all the functions of an independent enterprise with a longer duration, the jurisdictional threshold is met if the annual turnover of at least two undertakings involved in the concentration together with other undertakings in the group in the preceding business year in the market of the Republic of Slovenia exceeded EUR1 million.

The CPA does not have a broad, unrestricted discretion to “call in” any below-threshold transaction. Its ability to “call in” a transaction which does not meet the jurisdictional thresholds is limited and directly linked to the statutory rule based on a 60% market share threshold.

Specifically, where the turnover thresholds are not met but the parties (with their groups) hold a combined market share above 60% in a relevant Slovenian market, the parties must inform the CPA within 30 days of the signing, the public offer or the acquisition of control. The CPA may then require a full notification within 25 working days, and failure to comply can lead to enforcement. The CPA has in the past exercised this possibility.

As for time limits, the nullity of acts carried out in breach of the standstill obligation is permanent and not subject to any limitation period. However, the general limitation period for enforcing fines and similar measures is five years. The CPA’s power to impose administrative fines is subject to a limitation period (typically five years from the infringement, extending to a maximum of ten years if interrupted by procedural acts).       

See also 2.1 Notification and 2.9 Market Share Jurisdictional Threshold.

Implementation of a transaction must be suspended until clearance. Until the CPA clears the deal, the parties may not exercise any rights arising from the concentration.

Any legal acts carried out in breach of the suspension obligation are null and void. This nullity is permanent and not subject to limitation. The CPA’s clearance obtained after early implementation permits lawful execution of the merger only from the date of the decision onwards; validity cannot be granted retroactively by a subsequent clearance decision.

Additionally, the same fines as for failure to notify apply to undertakings and responsible persons, but with a higher floor for determining the basic amount of the administrative sanction (in principle not less than 0.8%), reflecting the greater gravity of the offence.

If a notifiable transaction is implemented without clearance, the CPA may also impose gun-jumping fines and require measures to restore effective competition. An acquirer of shares in a target that is in breach of the filing obligation may lose its voting rights from the shares acquired, and consequently the other shareholders can judicially challenge any resolution that the target’s general assembly has passed on that basis.

Application in Practice

In practice, competition fines are imposed through a unified administrative procedure, with limited transparency since only summaries of decisions are typically published on the CPA’s website and in its annual reports. Enforcement practice shows that the CPA can impose very high fines, but settlements may significantly reduce them. Case law also indicates that courts review sanctions carefully and may substantially lower fines, particularly on proportionality grounds. As per publicly available information, no such penalties have been imposed in the case of foreign-to-foreign transactions.

See also 2.2 Failure to Notify.

The suspensive effect may be waived upon request by the notifying parties. The CPA can permit partial or conditional implementation prior to clearance if this is necessary to preserve the value of the investment or to ensure the provision of services of general interest, balancing potential harm against risks to competition. Waiver requests are decided swiftly (within 15 working days). In practice, derogations may also be granted in situations such as failing firms, provided the parties demonstrate imminent financial distress and a risk of asset or value destruction if implementation is delayed.

Closing Before Clearance

Pre-clearance closing is only permissible in two circumstances:

• formal derogation (waiver) under the Competition Act (the CPA may issue a decision authorising the implementation of a concentration to a certain extent or under certain conditions prior to the adoption of a decision; in this respect see also 2.14 Exceptions to Suspensive Effect); and
• public bids under the law governing takeovers (a suspension obligation does not apply in this case, provided that the acquirer does not exercise voting rights, or exercises them only according to a permit for early implementation granted by the CPA).

Carving Out the Business or Assets in the Jurisdiction

It is generally possible to complete a global deal in jurisdictions where clearance has been obtained while ring-fencing the Slovenian operations and deferring completion there until the CPA clears it. However, in practice, this requires careful drafting to make Slovenian completion conditional, and it can be difficult where the businesses are integrated. Parties relying on such a structure should be confident the Slovenian effects can genuinely be isolated. Moreover, there is no explicit statutory obligation under the Competition Act to notify the CPA of an intention to implement a global carve-out structure prior to doing so. However, in practice this is strongly advisable in order to engage the CPA early in the process to resolve any questions and concerns and to reduce risks that the CPA might take a view that global closing has nonetheless resulted in a de facto change of control over the Slovenian operations, triggering gun-jumping liability.

A notifiable deal must be filed within 30 days of the earliest of:

• the conclusion of the agreement;
• the announcement of a public bid; and
• the acquisition of control,

and always before closing.

Late notification can attract the fines described in 2.2 Failure to Notify, and these have been imposed in practice.

Basic information on such enforcement is published on the CPA’s website and in its annual reports.

While a definitive, signed agreement (such as a share purchase agreement or asset purchase agreement) is the most common trigger for a filing, it is not mandatory to wait for the final text to be fully locked down before notifying the CPA.

A notification may be submitted at an earlier stage, provided that the parties can demonstrate a serious intention to proceed with the transaction and the structure and principal terms are sufficiently clear to permit substantive assessment. In past practice, the CPA has accepted a letter of intent or memorandum of understanding as a sufficient basis for the commencement of formal proceedings. However, a mere expression of good-faith intention, in the absence of a sufficiently defined transaction structure, would likely be deemed insufficient to trigger the CPA’s jurisdiction.

For filings, an administrative fee of EUR2,000 applies. It is payable on submission, and proof of payment must be attached to the notification.

The allocation of filing responsibility follows the structure of the transaction:

• in mergers and acquisitions of joint control (including the creation of joint ventures), the notification must be filed jointly by all undertakings acquiring control (ie, all parent companies to the joint venture); and
• in all other cases, the obligation rests solely with the undertaking (or person) acquiring control over the target.

Documents and Information Required for Filing

The notification follows a prescribed form and must contain a detailed description of the parties, the deal, the affected markets, market shares and the competitive effects.

The following information and documents must also be provided in the formal filing:

• the transactional documents (or the latest draft);
• any documents prepared by the parties for the purposes of evaluating the transaction;
• internal documents directly related to the deal, such as analyses of its competitive effects, market studies and key agreements; and
• financial data needed to verify:
1. turnover;
2. the size and value of the relevant markets; and
3. the parties’ market shares on the relevant markets.

The Decree on the Concentration of Companies Notification Form determines the precise notification layout and contains a highly detailed description of its required contents, distinguishing between the simplified and full notification procedures.

Notably, the notifying party may request that certain information or supporting documents need not be submitted where they can demonstrate that this is not necessary for the CPA’s assessment of the concentration.

Language of the Submission

Filings are made in Slovene as the procedure is handled in Slovene. Supporting documents in another language generally need a certified translation. However, in practice, the CPA has already accepted documents in the English language and has not required translations or has accepted only partial translation of the most important parts of documents.

Other Submission Requirements

The CPA does not prescribe specific formalities such as notarisation or apostille for the documents submitted with a notification and does not, as a matter of course, verify whether the underlying transactions have been executed in the form required for validity under Slovenian law – for instance, whether a share transfer agreement has been executed in notarised form where so required. That said, compliance with such formalities remains particularly important from the perspective of the law of obligations, as failure to observe the requisite form may render the underlying transaction invalid or voidable under general Slovenian contract law.

Incomplete Notifications

If the filing is incomplete and the deficiency is not corrected within the time set, the concentration is treated as not notified, which means the review clock does not start and the parties remain subject to the standstill obligation and the risk of fines.

If a company ignores a formal, decision-backed request by the CPA to supply the missing information, the CPA can impose a periodic administrative sanction (a daily fine) of up to 5% of the average daily total turnover of the group in the preceding business year to force compliance.

Because the Decree on the Concentration of Companies Notification Form is highly exhaustive, requests for supplementation are a standard feature of Slovenian merger control. The CPA frequently pauses transaction timelines by declaring filings incomplete until additional market or competitor data is provided. However, the aggressive periodic daily turnover fines are rarely triggered, as notifying parties almost always comply with the CPA’s information requests to avoid blowing up their transaction timeline.

Inaccurate or Misleading Information

Under the Competition Act, if an undertaking intentionally or negligently provides incorrect, inaccurate or misleading information in the notification form or in response to the CPA’s request, the CPA can levy an administrative fine of up to 1% of the group’s total annual turnover in the preceding financial year.

Substantively, if the CPA discovers post-clearance that it approved a transaction based on fraudulent or false market share or competitor metrics, it has the legal power to revoke the clearance decision entirely, meaning that the transaction is retroactively treated as an unapproved, illegal merger (gun jumping). In such cases, the CPA can order separate fines of up to 10% of global turnover for gun jumping.

Importantly, the notification form requires a formal declaration of the notifying party confirming that all submitted information is complete, accurate and not misleading, placing responsibility on the notifying parties (and their representatives).

Phases and Timeline

Review follows a two-stage structure similar to the EU model:

• Phase I (within 25 working days from complete notification, the CPA shall issue a decision that the concentration (i) is not subject to the Competition Act provisions, (ii) does not raise serious competition concerns, or (iii) does raise serious concerns, in which case the CPA shall commence the Phase II investigations); and
• Phase II (within 60 working days of initiating Phase II investigations, the CPA shall issue a decision with which it shall either approve or forbid the concentration).

If the notifying party proposes commitments to the CPA, the proceedings – notwithstanding whether within Phase I or II – are to be extended by an additional 15 working days).

In practice, the CPA may require the notifying parties to submit additional information or clarifications before it considers the filing complete, which effectively postpones the start of the review period. Importantly, the CPA does not issue formal confirmations of completeness of notifications. Statutory time limits for issuing decisions are of an instructive nature only, meaning that no legal consequences arise if the CPA does not decide within those deadlines.

Simplified Procedure Timeline

A notified concentration may also be reviewed under a simplified procedure, typically reserved for cases that do not raise substantive competition concerns. While the statutory procedural deadlines formally remain the same as for a regular notification procedure, in practice decisions are issued more quickly, as the assessment is limited to verifying whether the conditions for the simplified procedure are met rather than requiring a full substantive analysis.

See also 3.10 Accelerated Procedure.

Parties can engage informally with the CPA before filing, and this is sensible for complex or borderline deals (for example, to discuss market definition or the need to notify). Such contacts are treated confidentially. In our recent practice, case handlers at the CPA have become more accessible and willing to engage in discussion on cases. Notably, this reflects the underlying principles of the General Administrative Procedure Act, under which the authority must both communicate with the parties and actively establish the material facts of the case. Accordingly, this means that the CPA also has an interest in obtaining as much relevant and comprehensive information as possible to reach a well-founded decision.

The CPA may request further information at any stage from the parties and from third parties such as competitors, customers and suppliers. These requests can effectively stop the clock, since the review period only runs once the file is complete; incomplete or late responses may therefore delay the process or suspend the review. In addition, failure to comply with an information request may result in fines for obstruction of the proceedings.

A simplified procedure is available where the deal raises no obvious concerns, typically for concentrations that would ordinarily be cleared without substantial doubt and where no particular complexities arise, in particular:

• where there is no horizontal or vertical overlap between the parties’ activities;
• where the combined market share of the undertakings concerned in horizontally related markets remains below 15% across any reasonably defined relevant market;
• in vertically linked markets, where neither the individual nor the aggregate market share exceeds 25% under any plausible market definition; and
• where a company already exercising joint control over another undertaking acquires sole control over that same undertaking.

A simplified decision is short and confirms the deal’s compliance and the basis for using the simplified route. Outside this, clearance can be sped up through effective pre-notification work and prompt responses to information requests.

When assessing transactions, the CPA primarily considers a range of factors including the market position of the undertakings concerned, their access to financing, the structure of the relevant market, and the degree of available alternatives for both suppliers and customers. It also considers access to supply sources or distribution channels, existing legal or structural barriers to market entry, and broader supply and demand trends. In addition, the assessment includes the interests of both intermediate and final consumers, as well as the level of technical and economic development, provided that such development benefits consumers and does not hinder competition.

The substantive test employed regularly by the CPA is the Significant Impediment to Effective Competition test.

Concentrations are not permitted where they would materially restrict effective competition within the territory of the Republic of Slovenia, or a significant part of it, in particular where this leads to the creation or strengthening of a dominant position.

Determination of Affected Markets

The CPA defines relevant product and geographic markets using the standard EU framework and looks at where the parties’ activities overlap or are vertically linked:

• product market determination (it assesses the interchangeability of the products from the consumer’s perspective and supply-side substitutability); and
• geographic market determination (it assesses the geographic area where the undertakings concerned are involved in the supply and demand of products or services, in which the conditions of competition are sufficiently homogeneous).

De Minimis Level for Competitive Overlaps

There is no formal statutory de minimis exclusion that automatically exempts a transaction from notification or review simply because an overlap is small. However, in practice, deals with low combined shares (broadly under 15% horizontally or 25% vertically) are routinely cleared through the simplified procedure. In this respect, see 2.8 Foreign-to-Foreign Transactions and 3.10 Accelerated Procedure.

The CPA places significant reliance on the Commission’s decisional practice, including its notices on market definition and remedies, as well as on the jurisprudence of the Court of Justice of the EU. This approach is applied consistently across merger control, with any deviations being rare and generally limited to specific (local) aspects of market definition, while the overall framework remains closely aligned with EU practice. The CPA has, on occasion, also referred to the decisional practice of other competition authorities (eg, the UK Competition and Markets Authority), although this remains the exception rather than the rule; nevertheless, it shows that foreign authority practice is not excluded a priori.

As the Slovenian merger control regime and the CPA’s practice closely follows the EU framework and the Commission’s practice, the CPA routinely investigates the same categories of competitive harm as established by the EU guidelines and case law including:

• horizontal non-coordinated effects (unilateral effects);
• horizontal co-ordinated effects;
• vertical concerns (foreclosure effects);
• conglomerate or portfolio effects; and
• elimination of potential competition.

It weighs factors such as market shares, concentration levels, barriers to entry and buyer power.

Economic efficiency gains are recognised by the CPA but play a limited role. To count, claimed efficiencies must be merger-specific, verifiable, concrete and likely to benefit consumers, and the parties must provide credible evidence. Clearance will not rest on efficiencies alone where the competitive harm is significant. Rather, they are frequently leveraged to negotiate more balanced, behavioural or structural remedies.

The substantive test is purely competition-based. Matters such as employment, industrial policy, the environment or national interest are not part of the merger assessment, and there is no public-interest override in the Competition Act. Such concerns are addressed, if at all, through the separate foreign direct investment (FDI) and sector-regulator regimes.

FDI Screening and Foreign Subsidies Rules

Non-competition issues are handled via entirely separate, distinct regulatory tracks running parallel to the merger control process. This review is conducted by a specialised panel within the relevant ministry (currently the Ministry of the Economy, Labour and Sport):

• Foreign subsidies are governed by the EU Foreign Subsidies Regulation, which is directly applicable in Slovenia but enforced by the Commission, not a Slovenian authority. There is no separate Slovenian foreign-subsidies filing.
• FDI screening is run by the Ministry of the Economy, Labour and Sport under the Investment Promotion Act. It can apply in parallel to merger control, so a deal may need both CPA clearance and Ministry clearance (see also 9.1 Legislation and Filing Requirements).

Full-function joint ventures are assessed like any other concentration for their structural effects. In addition, where the joint venture may lead to co-ordination between the still-active parent companies, the CPA can examine that risk under the rules on anti-competitive agreements, following the EU approach.

The CPA can prohibit a deal that would significantly impede effective competition or clear the deal subject to conditions. To prohibit, it must show, in a reasoned decision, that the deal would significantly impede effective competition (typically by creating or strengthening dominance) in a relevant Slovenian market.

The CPA exercises its intervention powers through:

• prohibition order (final administrative decision blocking the transaction);
• conditional clearance (altering the deal by attaching legally binding conditions); and/or
• administrative fines (in case parties ignore a prohibition or breach the conditions of a remedy package).

Negotiating Remedies

Where the CPA has serious concerns, the parties can offer commitments to resolve them. Remedies may be structural (such as a divestment or separation of operations) or behavioural (such as access or licensing commitments). The CPA cannot impose remedies of its own design unilaterally but rather can only accept commitments the parties propose.

Proposing remedies shifts the review timeline. Under the Competition Act, if commitments are formally submitted, the statutory review phase in which they are introduced is automatically extended by an additional 15 working days to allow the CPA adequate time to analyse them and decide whether the proposed remedies are sufficient.

Typical Remedies

The remedies are categorised as follows:

• structural remedies (the carve-out and divestiture of overlapping business activities, licensing, IP transfers, etc); and
• behavioural remedies (governing the future conduct of the merged entity).

Conditional clearances are rare in Slovenia. The CPA tends in practice to favour behavioural remedies, such as restrictions on information exchange and obligations to supply goods or services under specified conditions and in defined quantities. This approach is also reflected in the CPA’s most recent practice, including cases where remedies have been subject to market testing, while structural remedies are applied more exceptionally.

Remedies for Non-Competition Issues

Remedies in merger control address only competition concerns. The CPA cannot demand remedies to address non-competition issues. Any non-competition conditions would arise under the separate FDI or sectoral regimes.

Remedies must effectively and fully resolve the identified competition concerns. Proposals must clearly describe the remedy, explain how it addresses the concern, and set out how it will be implemented.

Negotiation Remedies

Parties can initiate remedy discussions at almost any point in the lifecycle of a transaction, but the formal submission deadlines vary depending on the phase.

If competition concerns are clear from the start, parties can formally submit remedies alongside their complete merger notification or during the initial 25-working-day Phase I review. Doing so automatically extends the Phase I deadline by 15 working days so the CPA can evaluate them.

Commitments may be offered at any time up to the end of Phase II. If the case proceeds to a detailed assessment, strict statutory deadlines apply. The notifying party must propose remedies within 45 business days from the date the CPA issues its decision to open Phase II.

Who May Propose Remedies?

The CPA cannot design a remedy package on its own motion and offer them to undertakings concerned by the concentration under review. The legal initiative to propose and draft commitments rests exclusively with the notifying parties. If the parties refuse to offer remedies, or if the remedies they offer are deemed structurally insufficient to solve the competition issue and the parties refuse to adjust them, the CPA’s only legal recourse is to prohibit the implementation of the transaction under review.

Divestitures and Other Remedy Timeframes

First, in the interim compliance period, when a structural remedy is approved, the CPA grants the parties a specific, confidential window of time to find an acceptable buyer and execute the carve-out. Typically, this period spans three to six months from the date of the clearance decision, though it can be extended under exceptional circumstances if the parties prove they are acting in good faith but face objective market delays.

Second, immediately upon receiving conditional clearance, the parties can be instructed to appoint an independent monitoring trustee, approved by the CPA, at their own expense. The trustee’s job is to oversee the management of the divested business, ensuring it is kept viable, separate and competitive during the transition window, and to audit the final sale process.

Completion of Transaction Prior to Remedy Compliance

In practice, the decision will specify ongoing obligations (typically behavioural in nature) and set out clear timelines by which these must be complied with. Rather than delaying closing, the transaction gets implemented and the parties continuously observe the agreed behavioural commitments (eg, supply obligations) within the prescribed timeframes following completion.

Penalties

Failure to comply with mandated remedies can result in penalties, such as (i) revocation of the approval, (ii) administrative fines of up to 10% of the group’s global annual turnover, (iii) periodic penalty payments of up to 5% of the average daily turnover for each day the non-compliance persists and (iv) personal liability fines for responsible persons.

The CPA is legally required to issue a formal, written and comprehensively reasoned administrative decision directly to the notifying parties at the end of its review. The delivery of this formal document marks the official conclusion of the administrative process and starts the clock for a potential judicial appeal before the Slovenian Administrative Court.

Non-confidential versions of final decisions are made publicly available on the CPA’s official website.

There are no publicly reported recent prohibitions and no reported cases of remedies being imposed in purely foreign-to-foreign deals.

Coverage of Ancillary Restraints

A clearance decision also covers ancillary restraints that are directly related to and necessary for implementing the deal (eg, a reasonable non-compete on the seller). The parties must identify and describe any such restraints in the notification, and the clearance then extends to those that genuinely meet the “directly related and necessary” test. To benefit from automatic clearance, the arrangement must therefore be closely linked to the main merger agreement itself and the parties must prove that without the restraint, the transaction could not be executed or could only be executed under significantly more risky conditions, at substantially higher costs, or over a much longer timeframe.

Separate Notification

Considering the above, no separate notification is required or available for ancillary restraints. They are assessed as part of the main filing. Restraints that go beyond what is necessary fall outside the clearance and could be challenged separately under the general competition rules.

The CPA publishes information on each notified deal, which allows third parties to come forward and submit their opinion on the transaction under review. Competitors, customers, suppliers and complainants can submit objections or comments explaining why a deal might harm competition. Third parties are, in principle, not deemed to have a “legal interest” in the proceedings and are therefore not accorded the status of parties. Third parties not being able to access the case files is also linked to the nature of proceedings, which naturally involve extensive business secrets and competitively sensitive information, necessitating strict confidentiality safeguards. However, before granting access to a third party, the CPA shall request the parties to redact confidential and commercially sensitive information, ensuring that any access granted to a third party is restricted to non-confidential material only.

The CPA frequently contacts market participants during its review, usually by written information requests or telephone calls, asking competitors, customers and suppliers about market conditions and the likely effects of the deal. It also market-tests proposed remedies regularly.

Basic information about each notification, such as the date, the parties, the sector and the case reference, is published (shortly after receiving a complete filing).

The parties cannot withhold information from the CPA, but they can request for specific data to be treated as confidential (clearly marked and justified) and provide a non-confidential version of the file. Final decisions are published in a non-confidential form.

The CPA actively co-operates with other regulators, primarily within the European Competition Network and globally through networks such as the International Competition Network and OECD.

Within the EU, the CPA does not need to acquire the parties’ permission to share general transactional data and co-ordinate proceedings, as this is directly enabled by EU network regulations. However, to share highly sensitive business secrets with jurisdictions outside the EU, the CPA must obtain an explicit written confidentiality waiver from the merging parties.

The CPA’s decision may be challenged before the Administrative Court of the Republic of Slovenia. The court reviews whether the CPA applied the law correctly, followed proper procedure and based its decision on sufficient evidence. While the court does not typically reassess the economic analysis in full, it may annul the decision and remit the case to the CPA for reconsideration. Although the court formally has the power to decide the case itself, in practice it rarely does so and more commonly opts to remit the matter, particularly given the complexity of merger control cases.

The deadline to lodge an action for judicial review is 30 days from receipt of the CPA’s decision. In our experience, judicial review proceedings typically last at least a year and a half. However, there are instances where such challenges have been successful in practice, most notably the Agrokor case discussed in more detail in 2.2 Failure to Notify.

Third parties do not have the right to appeal a clearance decision. Appeals are limited to the notifying parties (and, in theory, third parties with a recognised legal interest (intervener), but in practice no third party has been recognised as having such an interest in a Slovenian merger case).

Slovenia has two separate regimes that can require filings beyond necessary under merger control regime.

FDI Screening

The FDI notification requirements in Slovenia are regulated by the Investment Promotion Act. The activities in critical areas are further explained in the Critical Infrastructure Act (Slovene: Zakon o kritični infrastrukturi).

A direct foreign investment must be notified to the ministry responsible for the economy (currently, the Ministry of the Economy, Labour and Sport) if the following conditions are cumulatively met:

• it is a transaction by a foreign investor (an investor from a third country, other than the EU);
• the transaction constitutes a foreign direct investment whereby the investor acquires at least 10% of the capital or voting rights in the Slovenian company; and
• the activity of the target company is an activity in a critical area (critical infrastructure, critical technologies, supply of critical resources, access to sensitive information, freedom and plurality of the media, and projects or programmes in the interest of the EU).

The foreign investor, target company or acquired company must notify the ministry of a direct foreign investment in the field of specified activities no later than 15 days after the conclusion of a legal transaction by which the foreign investor directly or indirectly acquires at least 10% of the capital or voting rights in a company with its registered office in the Republic of Slovenia, or from the date of publication of the takeover bid (even if they fail to make the notification within 15 days, the notification obligation does not cease).

The procedure for FDI notification is structured in three stages:

• preliminary procedure (verification of formal and substantive conditions);
• review (substantive assessment of the impact on security and public order); and
• decision (approval, conditional approval or prohibition).

The review must be completed within two years from the initiation of the procedure.

Foreign Subsidies

The EU Foreign Subsidies Regulation applies directly in Slovenia, but it is enforced by the Commission, not by a Slovenian authority, and there is no separate Slovenian foreign-subsidies filing.