{"id":135582,"date":"2026-04-08T11:29:17","date_gmt":"2026-04-08T11:29:17","guid":{"rendered":"https:\/\/my.legal500.com\/guides\/?post_type=comparative_guide&#038;p=135582"},"modified":"2026-04-08T11:29:17","modified_gmt":"2026-04-08T11:29:17","slug":"slovenia-mergers-acquisitions","status":"publish","type":"comparative_guide","link":"https:\/\/my.legal500.com\/guides\/chapter\/slovenia-mergers-acquisitions\/","title":{"rendered":"Slovenia: Mergers &amp; Acquisitions"},"content":{"rendered":"","protected":false},"template":"","class_list":["post-135582","comparative_guide","type-comparative_guide","status-publish","hentry","guides-mergers-acquisitions","jurisdictions-slovenia"],"acf":[],"appp":{"post_list":{"below_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Zupancic Law<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2026\/03\/ZUPANCIC-LAW-COMPANY-LOGO.jpg\"\/><\/span><\/div>"},"post_detail":{"above_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Zupancic Law<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2026\/03\/ZUPANCIC-LAW-COMPANY-LOGO.jpg\"\/><\/span><\/div>","below_title":"<span class=\"guide-intro\">This country specific Q&amp;A provides an overview of Mergers &amp; Acquisitions laws and regulations applicable in Slovenia<\/span><div class=\"guide-content\"><div class=\"filter\">\r\n\r\n\t\t\t\t<input type=\"text\" placeholder=\"Search questions and answers...\" class=\"filter-container__search-field\">\r\n\t\t\t<\/div>\r\n\r\n\t\t\t\r\n\r\n\r\n\t\t\t<ol class=\"custom-counter\">\r\n\r\n\t\t\t\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key rules\/laws relevant to M&A and who are the key regulatory authorities?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The key legislative framework defining the rules and obligations of parties within M&amp;A transactions in Slovenia is the Companies Act (ZGD-1), which is the fundamental regulation of corporate law and governs structural transformations such as mergers, demergers, transfers of assets, changes in legal form, and the status transformation of sole traders, procedures for the squeeze-out of minority shareholders, as well as the duties of management and supervisory boards and shareholders within M&amp;A transactions.<\/p>\n<p>Furthermore, it is necessary to highlight the Takeover Act (ZPre-1) as one of the most significant legal regulations, which specifically governs the procedure for takeover bids for the shares of public joint-stock companies and so-called target companies that exceed a certain capital threshold. This act defines the conditions for a mandatory takeover bid, the procedure for its execution, and the protection of the rights of minority shareholders.<\/p>\n<p>In addition, it is necessary to highlight the Financial Instruments Market Act (ZTFI-1), which comprehensively regulates the operation of the financial instruments market. Its primary purpose is to ensure a fair, transparent, and efficient market and to strengthen investor protection.<\/p>\n<p>Finally, the Prevention of Restriction of Competition Act (ZPOmK-2) must be mentioned, which addresses M&amp;A transactions from the perspective of restricting competition.<\/p>\n<p>As the key regulatory body in the field of M&amp;A transactions, the Securities Market Agency (ATVP) must be highlighted, which supervises compliance with the provisions of ZPre-1 and ZTFI-1. It is competent, among other things, for the approval of takeover prospectuses, supervision over the course of takeover bids, and for imposing measures in the event of violations. If or when an M&amp;A transaction enters the field of competition law, the Slovenian Competition Protection Agency (AVK) must also be mentioned.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What is the current state of the market?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Total transaction activity in the market of the Republic of Slovenia in 2025, compared to 2024, strengthened and was at a record high level, measured both by the number and the total value of transactions.<\/p>\n<p>The transaction market in Slovenia has been strongly characterized in recent years by so-called cross-border transactions, which remain a key part of the Slovenian M&amp;A market. In this regard, the emphasis is primarily on strategic takeovers in sectors where there is potential for growth and market consolidation (e.g., financial services, technology, and manufacturing).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Which market sectors have been particularly active recently?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Especially in 2025 technology leads recent activity, with strong foreign interest in IT and software, while consolidation continues in several other sectors. Entities in the fields of financial services, insurance, manufacturing and retail have been particularly active.<\/p>\n<p>Food processing, hospitality (hotels), dental healthcare, energy, and automotive also experienced vibrant deal-making and inbound investments.<\/p>\n<p>As is usual for the Slovenian market, the service sector in general has also always been very vibrant.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What do you believe will be the three most significant factors influencing M&A activity over the next 2 years?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In our opinion, it is primarily necessary to highlight the macroeconomic environment, specifically interest rates, economic growth, inflation, and the stability of financial markets, both domestic and international. These elements directly influence the ability of companies and financial investors to raise capital, finance takeovers, and appropriately close transactions to the greatest extent. Specifically, if interest rates are high, the purchasing power of investors decreases to a certain extent. On the other hand, stable and predictable financial conditions encourage the financing of takeovers, which naturally increases the number of transactions.<\/p>\n<p>Furthermore, it is necessary to highlight increased requirements regarding sustainability and related ESG standards, which nowadays largely determine the value of individual transactions. It is also not negligible that banks in Slovenia provide more favorable credit to companies that demonstrate high ESG standards.<\/p>\n<p>As the final factor, we highlight so-called digitalization and the rise of artificial intelligence. Slovenian companies are facing pressure for faster digitalization and the introduction of artificial intelligence into their business processes, all with the aim of maintaining competitiveness in foreign markets. In our opinion, this will have a significant impact on the M&amp;A market in Slovenia, as M&amp;A activity will not be aimed merely at increasing scale, but at acquiring competencies. Companies will prefer to buy smaller, technologically advanced targets instead of developing the technology themselves.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key means of effecting the acquisition of a publicly traded company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In accordance with the Financial Instruments Market Act (ZTFI-1), a public joint-stock company is a joint-stock company that is an issuer whose securities are admitted to trading on a regulated market in the Republic of Slovenia or another Member State.<\/p>\n<p>The Takeover Act (ZPre-1) defines the so-called takeover threshold as a key element in the process of executing a takeover of a public joint-stock company. When an acquirer, alone or together with persons acting in concert with them, reaches or exceeds the takeover threshold, a legal obligation arises for them to make a bid for the purchase of all remaining shares of the target company.<\/p>\n<p>Immediately after the obligation arises, the acquirer must notify the Securities Market Agency (ATVP), the management of the target company, and the regulated market, and publicly announce the intention to take over.<\/p>\n<p>Prior to the public announcement of the bid itself, the acquirer must file a request with the ATVP for the issuance of a permit for a takeover bid, to which they must submit a draft takeover bid and a prospectus containing all detailed information about the acquirer, the target company, the offered price, the method of payment, and other conditions.<\/p>\n<p>Within the process before the ATVP, the agency verifies whether the bid and other accompanying documents comply with the law, particularly whether the offered price is fair and whether the funds for payment are secured.<\/p>\n<p>After obtaining the ATVP permit, the acquirer must publicly announce the takeover bid. This is the moment when the deadline for acceptance of the bid begins to run, which must not be shorter than 28 days and not longer than 60 days. The bid must, among other things, contain the price per individual share or a sum of substitute securities or a combination of both.<\/p>\n<p>After the expiration of the deadline for acceptance of the bid, the acquirer must immediately publish the outcome, stating how many shareholders accepted the bid and what proportion of voting rights they acquired as a result. The bid is considered successful if the acquirer reaches the success threshold defined in the takeover bid.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What information relating to a target company is publicly available and to what extent is a target company obliged to disclose diligence related information to a potential acquirer?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Slovenia, the court register and the business register, which represent public records containing data on companies, sole traders, and other legal entities, are publicly announced and accessible to everyone, including via the internet. In general, the court register allows insight into the history of changes in ownership, the articles of association, and any potential entries of pledges on the business interests of the company. In the business register, founding documents, data on representatives, and annual reports, which include the balance sheet and the income statement, are accessible.<\/p>\n<p>In Slovenia, announcements and writings issued in insolvency proceedings are also publicly published, which allows anyone to become acquainted with the potential commencement of insolvency proceedings against a company or a sole trader.<\/p>\n<p>Furthermore, the land register is publicly accessible in Slovenia, both in physical and electronic form, and allows everyone insight into rights and encumbrances (e.g., mortgages) on real estate that a particular company may own.<\/p>\n<p>Finally, it is necessary to highlight the SEOnet platform, on which information key to assessing the value of a share and the issuer&#8217;s business operations is published. Interim and annual reports, inside information (news about takeovers, new strategic contracts, and unexpected losses), notices of general meetings and resolutions of general meetings, changes in the ownership structure, and transactions by management persons of all joint-stock companies listed on the Ljubljana Stock Exchange are published on this platform.<\/p>\n<p>The target company is not legally obliged to disclose all information for due diligence. Disclosure is a subject of negotiation between the parties and is usually linked to the conclusion of a non-disclosure agreement (NDA) or a letter of intent (LOI). When disclosing business secrets, the management of the target company must act in the interest of the company and all shareholders and ensure equal treatment of all potential acquirers.<\/p>\n<p>In practice, when the transaction process moves into the so-called due diligence phase, the target company discloses financial data (balance sheets, margin analyses, tax returns, and cash flow statements), legal documents (contracts with key customers and suppliers, employment contracts concluded with management, documentation related to real estate ownership and intellectual property, etc.), and operational data (equipment lists, environmental permits, and quality certificates, etc.). The disclosure of the stated data is in the interest of the target company for the purpose of achieving the highest possible purchase price and reducing risk.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">To what level of detail is due diligence customarily undertaken?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Due diligence is a systematic review of the business operations of the target company. Its purpose is detailed acquaintance with the operations and financial risks, as well as an assessment of all business, financial, tax, and legal risks prior to the execution of the transaction. Findings within the due diligence are usually reflected in the final purchase price and in the very content of the covenants that will be contained in the SPA.<br \/>\nThe level of detail depends on the complexity of the transaction, the activities of the target company, and the requirements of the acquirer, but usually includes:<\/p>\n<ol>\n<li>Legal due diligence, which covers a review of corporate documentation, significant contracts, labor law matters, intellectual property, litigation, and business compliance;<\/li>\n<li>Financial and tax due diligence, which covers an analysis of financial statements, revenues, cash flow, tax liabilities, and related risks;<\/li>\n<li>Business due diligence: Analysis of market position, competition, supply chains, and operational processes.<\/li>\n<\/ol>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the key decision-making bodies within a target company and what approval rights do shareholders have?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The key decision-making body in the M&amp;A process within the target company is primarily the management (the board of directors in the case of a joint-stock company or the manager in the case of a limited liability company), which conducts the business of the company and represents the company in legal transactions. In the process of an M&amp;A transaction, the management establishes contact with the potential acquiring company and prepares a report on the takeover bid for the supervisory board and the general meeting, and, in cooperation with internal departments, prepares all necessary documentation for the execution of due diligence.<\/p>\n<p>The supervisory board, which in accordance with Slovenian legislation supervises the management of the company&#8217;s business, participates in M&amp;A transactions as a consenting body in the event of a structural transformation of the target company as a result of the takeover.<\/p>\n<p>Shareholders of the target company exercise their rights at the general meeting of the company. The general meeting is the highest decision-making body, where shareholders, as owners of capital, decide on important (strategic) issues such as capital increases, distribution of profits, and structural changes. In practice, structural changes of the target company often occur within M&amp;A transactions, which is why it is necessary in such cases to obtain a qualified majority at the general meeting (generally 75% of the votes cast).<\/p>\n<p>In the case of an M&amp;A transaction carried out through a capital increase, existing shareholders have the right, upon the issuance of new shares, to acquire them in proportion to their shares, unless the general meeting explicitly excludes such a right.<\/p>\n<p>Finally, in certain cases (upon a takeover by a majority shareholder who holds more than a 90% or 95% share), minority shareholders can exercise the right to the payment of fair cash compensation (so-called Squeeze-out or Sell-out, depending on who initiates the process).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the duties of the directors and controlling shareholders of a target company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Within M&amp;A transactions in Slovenia, directors (members of management and supervisory bodies) and controlling shareholders of the target company have different but interrelated duties, primarily defined by the Companies Act (ZGD-1). Their common goal is the protection of the interests of the target company and all its shareholders.<\/p>\n<p>The central duty of members of management and supervisory bodies is to act in accordance with the legal standard of a diligent and honest businessperson. Furthermore, directors must act in the best interest of the company as a whole and avoid conflicts of interest. They must place the interest of the company before the interest of the (majority) shareholder.<\/p>\n<p>In connection with the duties of controlling shareholders of the target company, it is primarily necessary to highlight the prohibition of harmful influence, as a controlling shareholder must not influence the management or the supervisory board in a way that could harm the target company.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Do employees\/other stakeholders have any specific approval, consultation or other rights?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Employees do not have the right to approve a potential M&amp;A transaction. Notwithstanding the above, in Slovenia, employees are not merely passive observers of M&amp;A transactions but have statutory rights to information and consultation, and in certain cases, even the right to participate in management. The main legal bases are the Worker Participation in Management Act (ZSDU) and the Employment Relationships Act (ZDR-1).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">To what degree is conditionality an accepted market feature on acquisitions?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The setting of conditions (both conditions subsequent and conditions precedent) in the SPA is a generally accepted feature in M&amp;A transactions in Slovenia and, in the vast majority of cases, also a sine qua non condition for the conclusion and closing of the deal.<\/p>\n<p>Among the most typical conditions appearing in an SPA, we include obtaining regulatory consents (e.g., ATVP or the Slovenian Competition Protection Agency &#8211; AVK or other sectoral regulators), successfully executed due diligence with results acceptable to the buyer, and the absence of events that would significantly worsen the target company&#8217;s business operations (Material Adverse Change).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What steps can an acquirer of a target company take to secure deal exclusivity?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>An acquirer can secure exclusivity by concluding an exclusivity agreement (so-called no-shop agreement) with the seller or the target company, specifically as early as the phase of exchanging a letter of intent. Within the exclusivity agreement, the acquirer agrees with the target company or its seller that the target company or seller will not contact or enter into negotiations with other potential acquirers for a certain period of time. In this way, the acquirer protects their time and resources. A breach of such an agreement can lead to liability for damages. In accordance with Slovenian legislation, a contractual penalty can also be defined for cases of breach of such an agreement.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What other deal protection and costs coverage mechanisms are most frequently used by acquirers?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In addition to the exclusivity agreement mentioned above, other contractual clauses are used that protect the position of acquirers and govern the coverage of costs in the event of an unsuccessfully executed transaction. The key acts regulating such fields are the Companies Act (ZGD-1) and the Obligations Code (OZ).<\/p>\n<p>In this part, we primarily want to mention the contractual penalty for unjustified withdrawal from the transaction, which the parties usually agree upon as early as the phase of exchanging a letter of intent, but also later during the transaction. It is usual for the parties to a transaction to agree on a contractual penalty that corresponds in amount to a certain percentage (%) of the transaction value. In addition, the parties often agree that one party will reimburse the other party for the costs of due diligence and any other potential costs if it withdraws from the transaction for reasons on its side.<\/p>\n<p>Furthermore, in practice, the parties to a transaction often agree that a certain part of the purchase price (expressed as a percentage) is transferred to an escrow account of a notary or a bank and is paid to the seller only after the fulfillment of pre-determined conditions or only if pre-determined conditions are not fulfilled.<\/p>\n<p>In recent years, insurance companies in Slovenia have begun offering various insurance products (W&amp;I Insurance) through which the insurer, in exchange for the payment of an insurance premium, assumes the risk of paying damages due to breaches of the provisions of the SPA.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Which forms of consideration are most commonly used?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The most common forms of consideration or purchase price are payment in cash, either from own funds or from an obtained loan. Furthermore, in practice, it is possible to encounter a purchase price in the form of shares or a combination of both\u2014namely cash as well as shares.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">At what ownership levels by an acquirer is public disclosure required (whether acquiring a target company as a whole or a minority stake)?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The Financial Instruments Market Act (ZTFI-1) stipulates the obligation to notify the public and the ATVP when a person reaches, exceeds, or falls below specific voting rights thresholds in public companies whose securities are admitted to trading on a regulated market: 5%, 10%, 15%, 20%, 25%, 33%, 50%, or 75%. This requirement applies even before the takeover threshold is reached and ensures transparency during the accumulation of stakes.<\/p>\n<p><strong>Mandatory Takeover Bid<\/strong><\/p>\n<p>Under the Takeover Act (ZPre-1), any person who reaches or exceeds 1\/3 of the voting rights in a publicly listed company or a large private company (with at least 250 shareholders or more than EUR 4 million in total capital) must submit a public takeover bid for all remaining shares (so-called Mandatory Takeover Bid). The price in the takeover bid must not be lower than the highest price at which the acquirer acquired securities in that company during the 12-month period prior to the publication of the bid. The offer applies equally to all shareholders, protecting minority owners from being squeezed out without receiving fair value.<\/p>\n<p>Together, these mechanisms prevent uncontrolled takeovers and ensure the fair treatment of shareholders.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">At what stage of negotiation is public disclosure required or customary?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Public disclosure in Slovenian M&amp;A is required upon exceeding specific ownership thresholds (regardless of the stage of negotiations) or upon the announcement of a takeover intent; meanwhile, private deals typically remain undisclosed until signing.<\/p>\n<p><strong>Required Disclosure by Stake (ZTFI-1)<\/strong><\/p>\n<p>Upon reaching, exceeding, or falling below voting rights thresholds (5%, 10%, 15%, 20%, 25%, 33%, 50%, 75%) in public companies, a person must immediately notify the public and the ATVP.<\/p>\n<p><strong>Disclosure in Takeover Bids (ZPre-1)<\/strong><\/p>\n<p>When submitting a takeover bid (mandatory above 1\/3 of voting rights), a takeover intent must be published on the same day, notifying the target company&#8217;s management, the ATVP, and the AVK. For mandatory bids, the deadline is 3 working days from the day the takeover threshold is reached. This is the key stage where the transaction becomes public knowledge.<\/p>\n<p><strong>Customary Practice<\/strong><\/p>\n<ul>\n<li>In private M&amp;A (the majority of transactions), no disclosure is required during negotiations. It usually occurs only upon signing the agreement (LOI or SPA).<\/li>\n<li>In public M&amp;A, immediate disclosure of inside information is required under MAR (Market Abuse Regulation) if negotiations affect the share price (e.g., an advanced stage with exclusivity).<\/li>\n<\/ul>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there any maximum time period for negotiations or due diligence?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>No, Slovenian legislation does not prescribe a statutory maximum time period for negotiations or due diligence in M&amp;A transactions. These processes are not time-limited by law and are agreed upon between the parties as needed \u2014 ranging from several weeks to several months, depending on complexity. In practice, any such deadlines are agreed upon within the transaction documentation (LOI, SPA).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is there any maximum time period between announcement of a transaction and completion of a transaction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>No, Slovenian legislation does not set a statutory maximum time period or Long-stop date between the announcement of a transaction and its completion. In market practice, parties usually agree on internal long-stop dates within the SPA, with 6\u201312 months from the announcement being a common practice.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there any circumstances where a minimum price may be set for the shares in a target company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes. The Takeover Act (ZPre-1) stipulates that the price in a takeover bid must not be lower than the highest price at which the acquirer acquired shares of the target company in the 12-month period prior to the publication of the bid. Furthermore, the price must be equal for all shareholders.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is it possible for target companies to provide financial assistance?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>According to the Companies Act (ZGD-1), any legal transaction by which a target company provides an advance or a loan for the acquisition of its own shares, or any other transaction with comparable effect (e.g., guarantees, collateral), is null and void.<\/p>\n<p>However, this prohibition does not apply to:<\/p>\n<ul>\n<li>Current legal transactions of financial organizations; and<\/li>\n<li>The acquisition of shares by employees of the company or its related companies.<\/li>\n<\/ul>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Which governing law is customarily used on acquisitions?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Slovenian law is customarily used for acquisitions of Slovenian companies, as corporate matters are governed by the law of the country where the company has its registered office (lex societatis). Furthermore, M&amp;A transactions involve the transfer of shares or business interests and potentially takeover bids, all of which are governed by the law of the country where the target company is headquartered \/ has registered office.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What public-facing documentation must a buyer produce in connection with the acquisition of a listed company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In cases of takeovers of listed companies, the buyer (acquirer) must prepare and publish:<\/p>\n<ul>\n<li>Takeover Intent: This must be simultaneously notified to the target company&#8217;s management, the ATVP, and the AVK. The takeover intent contains the intent, the proposed price, and the conditions;<\/li>\n<li>Takeover Bid Prospectus: This must be approved by the ATVP prior to publication. The prospectus contains all key information regarding the offer, the acquirer, the target company, and the price;<\/li>\n<li>Notice of the outcome of Takeover Bid.<\/li>\n<\/ul>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What formalities are required in order to document a transfer of shares, including any local transfer taxes or duties?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The transfer of shares in Slovenia requires entry into the central register of securities maintained by the Central Securities Clearing Corporation (KDD). The basis for the transfer is usually a Share Transfer Agreement (STA) concluded between the buyer and the seller. In cases of public takeovers, the basis is the acceptance of the takeover bid. In addition to the disposal act, a KDD member (authorized participant) must be authorized if the parties are not directly involved. If required by the agreement itself, which is standard market practice, proof of payment of the purchase price is also required. Alongside the STA, an Escrow Agreement is often concluded with a notary, defining how the notary should handle the purchase price and the necessary disposal actions for the transfer of shares or business interests.<\/p>\n<p>From a tax perspective, it should be noted that Slovenia does not have a Stamp Duty on the transfer of shares. In M&amp;A transactions, the seller is liable for capital gains tax based on the difference between the selling and purchase price; however, the assessment and payment of this tax do not affect the execution of the share transfer. VAT does not apply to M&amp;A transactions, as such deals are exempt under the provisions of the Value Added Tax Act (ZDDV-2).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are hostile acquisitions a common feature?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Hostile acquisitions (takeovers opposed by the target company&#8217;s management or conducted without its consent) are not common in Slovenia. To our knowledge, there have been no documented successful hostile takeovers of public companies in the last 10 years. This is largely due to the small market size and ownership structures, as the ownership of (public) companies is relatively concentrated; consequently, low liquidity of securities makes it difficult to build a stake without signaling the market.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What protections do directors of a target company have against a hostile approach?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The protection available to the directors (management board) of a target company against a hostile acquisition under Slovenian law is significantly limited by the Neutrality rule. This means that after the publication of a takeover intent, the management board may not independently implement measures that would prevent or hinder the takeover bid. The final decision on accepting the offer or implementing defensive mechanisms is left to the shareholders.<\/p>\n<p>The key provision governing the conduct of the management board is Article 47 of the Takeover Act (ZPre-1). It stipulates that from the receipt of the notification of a takeover intent until the publication of the outcome of the takeover bid, the management or supervisory body of the target company may not, without a resolution of the general meeting of shareholders:<\/p>\n<ol>\n<li>\u00a0Increase the share capital (e.g., by issuing new shares, which would dilute the acquirer&#8217;s stake);<\/li>\n<li>\u00a0Enter into transactions outside the ordinary course of business;<\/li>\n<li>Perform acts or enter into transactions that could seriously jeopardize the future operations of the company;<\/li>\n<li>Acquire treasury shares or securities giving entitlement to them;<\/li>\n<li>Perform any acts that could prevent the takeover bid.<\/li>\n<\/ol>\n<p>Despite these strict limitations, the management board has important tools at its disposal to influence the outcome of the takeover:<\/p>\n<p><strong>\u00a0Opinion on the Takeover Bid (Article 34 of ZPre-1):<\/strong> The management board of the target company must publish a reasoned opinion on the bid within ten days of its publication. This is a mandatory and the most significant measure of the management board. The reasoning must include several mandatory components, such as: (1) an assessment of the effects of the potential takeover on all interests of the target company, especially employment, as well as an assessment of the acquirer&#8217;s strategic plans for the target company and their possible consequences for employment and places of business as specified in the prospectus; (2) a statement on whether the members of the management board who hold securities subject to the bid intend to accept it; and (3) reasoned data from the last audited annual report of the target company, stating the book value of the voting shares subject to the bid. Through this opinion, the management can inform shareholders of potential negative consequences and attempt to persuade them not to accept the offer;<\/p>\n<p><strong>White Knight:<\/strong> The management board can actively seek another, more desirable strategic partner (&#8220;White Knight&#8221;) to submit a competing takeover bid. However, any agreement with such a partner would likely fall under &#8220;transactions outside the ordinary course of business&#8221; or &#8220;acts that could prevent the takeover bid,&#8221; requiring the consent of the general meeting;<\/p>\n<p>Slovenian legislation thus shifts the weight of decision-making regarding defense against a hostile takeover from the management board to the general meeting of shareholders. The management board may convene a general meeting and propose the adoption of measures otherwise prohibited under Article 47 of the ZPre-1 (e.g., authorization to purchase treasury shares). For this purpose, a shortened 14-day notice period is available, but the validity of such a resolution requires a high majority of at least three-quarters of the share capital represented at the meeting (Article 47, paragraph 4 of ZPre-1).<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there circumstances where a buyer may have to make a mandatory or compulsory offer for a target company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes, this refers to the institute of a Mandatory Takeover Bid for the purchase of all shares of the target company, which the buyer (acquirer) must launch in specific, legally regulated cases when certain circumstances arise. Such a mandatory takeover bid is crucial for the protection of minority shareholders, who must be allowed to exit the company under fair conditions upon a change of control.<\/p>\n<p>In accordance with the provisions of ZPre-1, the acquirer is obliged to submit a mandatory takeover bid upon reaching the following key thresholds:<\/p>\n<ol>\n<li><strong>Takeover Threshold (1\/3 share of voting rights in the target company):<\/strong> A mandatory takeover bid must be submitted by an acquirer who, alone or together with persons acting in concert with them, reaches the takeover threshold;<\/li>\n<li><strong>Additional Takeover Threshold (10% share of voting rights):<\/strong> A takeover bid must be submitted again by an acquirer who, after a previously successful takeover bid process, acquires an additional 10% share of voting rights. This provision prevents the gradual increase of a stake without intermediate offers to other shareholders.<\/li>\n<li><strong>\u00a0Final Takeover Threshold (75% share of all voting shares of the target company):<\/strong> The obligation to submit repeat takeover bids ceases once the acquirer, through a successful takeover bid, acquires at least a 75% share of all voting shares of the target company. At this point, the acquirer is deemed to have definitively consolidated their control over the target company.<\/li>\n<\/ol>\n<p>If an acquirer who reaches the takeover threshold or the additional takeover threshold fails to submit a mandatory takeover bid, a strict sanction applies: the acquirer cannot exercise voting rights from any of the shares in the target company until they (1) submit a takeover bid or (2) divest the securities so that they no longer reach the takeover threshold.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">If an acquirer does not obtain full control of a target company, what rights do minority shareholders enjoy?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Primarily and understandably, minority shareholders retain all their fundamental corporate rights arising from share ownership, which become even more significant in a new power dynamic. These include, among others, the right to participate and vote at the general meeting, the right to a share of the profit (dividends), the right to information, the right to challenge resolutions of the general meeting, and the possibility to request a special audit of operations.<\/p>\n<p>Regarding the right to a proportionate share of the distributable profit, the Companies Act (ZGD-1) provides a specific minority right: shareholders holding 5% of the share capital (or whose shares&#8217; minimum emission value reaches EUR 400,000) can challenge a resolution if the meeting decides not to distribute at least 4% of the share capital as profit, provided that according to the judgment of a prudent businessperson, this was not necessary given the company&#8217;s operating circumstances.<\/p>\n<p>Furthermore, specific statutory mechanisms are activated to protect minority shareholders from potential arbitrary actions by the new majority owner:<\/p>\n<p><strong>1. Squeeze-out (Exclusion of minority shareholders from the company):<\/strong> If an acquirer obtains at least 90% of the share capital of the target company and thus becomes the majority shareholder, he has the right to demand the transfer of the remaining shares to himself. In such cases, minority shareholders have the following key rights:<\/p>\n<p><strong>&#8211; Right to appropriate cash compensation:<\/strong> The majority shareholder must offer minority shareholders appropriate cash compensation for their shares. The procedure is strictly formalized and includes the preparation of a written report and a review of the fairness of the compensation by a court-appointed auditor;<\/p>\n<p><strong>&#8211; Right to judicial review of the cash compensation:<\/strong> If a minority shareholder believes the offered compensation is not appropriate, they may file a petition in court for the determination of appropriate compensation. The case law of appellate courts emphasizes that appropriate compensation must account for both the company&#8217;s asset value and its profit potential.<\/p>\n<p><strong>2. Sell-out (Right of minority shareholders to exit the company):<\/strong> This right is the mirror image of a Squeeze-out and is one of the minority shareholder&#8217;s strongest tools. Any minority shareholder can demand that a majority shareholder holding at least 90% of the share capital purchases all their remaining shares for appropriate cash compensation. The provisions regarding appropriate cash compensation (see above) apply mutatis mutandis to the determination of this amount. The majority shareholder must offer appropriate cash compensation to one or more minority shareholders within one month of receiving the request. This ensures the liquidity of the investment and an exit for minority shareholders from a company where they no longer have real influence.<\/p>\n<p><strong>3. Right to compensation upon delisting (withdrawal of shares from the regulated market):<\/strong> A common consequence of a takeover is the new majority owner&#8217;s decision to withdraw the company&#8217;s shares from trading on the stock exchange. In such a case, under the provisions of ZTFI-1, the issuer (company) must convene a general meeting within two months of announcing the delisting and offer to acquire the shareholders&#8217; shares in exchange for appropriate cash compensation. In this scenario as well, shareholders have the option of judicial review regarding the amount of the offered compensation.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is a mechanism available to compulsorily acquire minority stakes?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes. This refers to the Squeeze-out and Sell-out mechanisms described above, depending on who initiates the request (the acquirer in the case of a Squeeze-out, and one or more minority shareholders in the case of a Sell-out). It should be noted that a Squeeze-out necessarily results in the exclusion of all minority shareholders, whereas a Sell-out does not, as the right to exit is granted to all minority shareholders independently of one another.<\/p>\n<p>Special rules of takeover legislation apply when a Squeeze-out or Sell-out occurs during the so-called post-takeover period. If an acquirer, following a successful takeover bid, obtains at least 90% of the voting shares of the company, they may, within 3 (three) months of the publication of the takeover bid outcome, adopt a resolution at the general meeting to transfer the shares of the minority shareholders to the majority shareholder (Squeeze-out). Within the same three-month period following the publication of the takeover bid outcome, minority shareholders may also submit their own request for the purchase of their shares to the majority shareholder (Sell-out).<\/p>\n<p>In both cases, unlike the general regulation under the Companies Act (ZGD-1), the compensation must be of the same type and amount as specified in the takeover bid. Minority shareholders in this position are thus treated equally to those who sold their shares during the takeover process.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\r\n<div class=\"word-count-hidden\" style=\"display:none;\">Estimated word count: <span class=\"word-count\">5825<\/span><\/div>\r\n\r\n\t\t\t<\/ol>\r\n\r\n<script type=\"text\/javascript\" src=\"\/wp-content\/themes\/twentyseventeen\/src\/jquery\/components\/filter-guides.js\" async><\/script><\/div>"}},"_links":{"self":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide\/135582","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide"}],"about":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/types\/comparative_guide"}],"wp:attachment":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/media?parent=135582"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}